My Little Pony Equestria Girls: Halloween Havoc
by Disneydaniel93
Summary: This story takes place after the events of Rollercoaster of Friendship. It's Halloween at Canterlot High and The Rainbooms go off against Disney's Greatest Villains who are taking over the school and plotting to invade Equestria.
1. Prologue

" _ **This story takes place after the events of My Little Pony Equestria Girls: Rollercoaster of Friendship**_ "

I don't own My Little Pony or the Disney Villains

All rights go to Hasbro and Disney

In the forbidden mountains as a thunderstorm was coming on its way. The evil fairy Maleficent paced back and forth in a furious mood begin watched by her minions as they looked to her.

"It's incredible!" Yelled Maleficent as she raised her voice in anger. "All Hallows' Eve will soon be here, and there's always a failure of conquering the world. I will not allow it to happen again this year!"

Soon Maleficent starts to use her power attacking her minions as they run to avoid being zapped and attacked. The dark fairy soon starts to feel her anger lower yet feeling a disgrace of her power soon to be weakened.

"Oh, it's hopeless, a disgrace to the forces of evil," Maleficent said as she sat onto her throne sighing.

Soon she called to her pet raven bird to asking for his help.

"My pet, you are my only hope. Circle far and wide, to gather the villains so we shall begin preparations to conquer All Hallow's Eve."

Soon the raven began to flap his wings and to begin searching for villains Maleficent requested as he heard Maleficent finally spoke

"Go, and do not fail me."

* * *

Soon within the next passing hours, the raven soon returns with bringing Jafar, Ursula, Scar, The Evil Queen, Hades, Captain Hook, Cruella De Vil and Dr. Facilier to Maleficent's castle through a dark aura like portal and Maleficent soon appears from her green fires holding her staff as her raven lands on the staff's orb.

"Why hello Maleficent, it has been quite a long time since the last we had seen you." Jafar started as he bows to Maleficent to respect her.

Soon Ursala gives her an evil smile in wishing to know what was troubling Maleficent.

"My dear sweet friend, what's had troubled you?" Ursula asked when looking to Maleficent.

"My followers of darkness, the time of All Hallow's Eve is drawing near, yet every year we villains have been defeated many times in the past all by ourselves. But to this year, we shall join forces to come together and combine our power to finally conquer All Hallow's Eve." Maleficent replied as the villains listen in her plan.

"Oh yeah...that shall give us all the right curve to take over Halloween." Hades chuckled when having the same idea Maleficent had.

Scar soon chuckled as well, but to this Captain Hook soon began to speak into asking Maleficent,

"And what shall we also do when we shall conquer Halloween Maleficent? I should think we could see if there be any forces that could be ours for the taking to let us become powerful."

In hearing that, Dr. Facilier soon began to remember something as he smiles faded away for a bit.

"If I may say Maleficent, I had once heard from my friends from the other side, that there was a place called Canterlot High that has to seem to hold some kind of power far stronger than yours or mine. And to think of it, I should think we shall have this Canterlot High as our base to conquer it and to have Halloween all to ourselves." Dr. Facilier said as he soon used his black voodoo magic into showing the school. As the villains gaze of this school seeing some kind of magical aura, they were soon surprised by this. "By of this, I shall go to see if the rumors of this place being a magical barrier and maybe to allow us to catch some slaves." The voodoo doctor soon added in his speech once he removed his hat.

"Now this will be wonderful. How marvelous." Curella De Vil said as she smiled. "This will be a very big opportunity for us to finally have us control all Halloween with this beautiful school. And no one can ever stop us."

Soon the villains began to laugh and to love the idea of taking over Canterlot High. Soon Dr. Facilier whistles to call his shadow friends as they appear on the walls in monstrous forms as the doctor soon chuckled.

"Listen up my friends. We're gonna have ourselves a school to control. For Halloween, it'll be our time to finally have our night...for good. Now, go on ahead!" Said Dr. Facilier as the shadows soon go on their way to Canterlot High to await the doctor there.

But before he went off, the Evil Queen soon speaks to the doctor about bringing back the magic for his proof the rumors were all true.

"But to make sure you do not fail us and to proof what you say is true, bring back that power...in this." The evil queen said as she soon held a box for Dr. Facilier that had a sword knife perching a heart on the middle as a lock. The doctor soon gave out an evil laugh and to accept the evil queen's request, taking the box with him and to go to Canterlot High. Maleficent soon looks to her raven to let it accompany Dr. Facilier on his task as she, Jafar, Ursula, Cruella De Vill, and Scar gave an evil smile in preparing for their arrival to Cantorlot High for Halloween.


	2. The Arrival of Dr Facilier

In Cantorlot High, on the month of October all of the students were busy working on banners, posters and decorations for this school years Halloween's costume party. It was only days away and everyone was getting excited about it while planning onto what costumes to wear. Sunset Shimmer and Sci-Twilight were then walking down the hallway on their way to the cafeteria to see their friends while looking around seeing how everything was going.

"Well this should be a good Halloween this year, don't you think Twilight?" Sunset Shimmer asked when she looked at Sci-Twilight holding her puppy Spike as the two stopped in the hallway looking to one another.

"Yes, but this is the first time for me and Spike to come to the party. And I don't know what costume to wear either." Replied Sci-Twilight as she felt a bit nervous of this. But soon Sunset smiles a bit knowing of what it felt like for her, soon she places a hand on Sci-Twilight's shoulder giving her a little comfort.

"Hey it's okay, you have lots of time to of that, and besides Pinkie and Rarity will help you on choosing the perfect costume for you."  
Sci-Twilight soon gave a small smile in feeling a little better, also to be glad Sunset was there for her. Soon the two went on their way to the cafeteria to check on their friends, as they saw them at a table waiting for them.

"Hey ya'll. we'd been waiting for you to show up." Applejack said greeting the girls seeing them come over.

"So, is everyone excited about Halloween? Cause I am so pumped up about it!" Rainbow Dash said in a big grin getting excited about the spooky time of the year. But to this Fluttershy knew she didn't like being scared easily, even Rarity knew that little problem as she saw Fluttershy soon feeling unsure.

"You guys, have you forgotten that Fluttershy gets easily frightened with scary things?" Questioned Rarity while comforting Fluttershy. The others soon said their sorry but yet Sunset decided on an idea that could help make the Halloween party not to scary soon to comfort Fluttershy too.

"Say you guys, I know we can't have the Halloween costume party to scary, so I think we could try to put on a show to perform our new song and make Halloween of how we feel comfortable with." Sunset said when sharing her idea with the others.

"Even by the power of our friendship?" Sci-Twilight asked to Sunset's idea. Sunset Shimmer soon nodded and soon made the girls give her a group hug to let their first Halloween with Sci-Twilight be the best one ever.

* * *

The Nex Day the students are busy getting ready for the Halloween Costume Party in the band room Sunset Shimmer, Applejack, Rainbow Dash, Rarity, Fluttershy and Pinkie Pie are thinking of which song they're going to play during their performance while Sci-Twilight and Spike sat there watching.

"So which song are we gonna play for this year's Halloween?" Rainbow Dash asked

Pinkie Pie answered Rainbow's question by showing her the list of tracks on her phone. "We could play those scary songs such as Thriller? Or Monster Mash? Or, or, or, what about this song I found?"

Pinkie Pie plays "I'm a Hex Girl" song with her phone dancing to the tune but the girls didn't think it's a good idea Applejack grabs her phone and stops the song.

"Sorry Pinkie, I don't think this song is such a good idea." Said Applejack.

"Yeah it brings back too many memories." Agreed Sunset Shimmer

"What kind of memories?" Sci-Twilight Sparkle asked out of curiosity

"The part where Sunset Shimmer stole Twilight's crown who was a pony princess from another world and turn into an evil witch monster!" Pinkie explained and looked at Sunset and laughed nervously. "Uh no offense."

"None taken. Still use to it." Replied Sunset.

"So what are you girls going to dress up for Halloween?" said Spike the Dog.

"That's a good question Spike." Said Sci-Twilight

The Rainbooms are wondering the same thing about what to wear for the party but Rarity stands up and said.

"Well Sunset Shimmer did tell me and Pinkie Pie about that perhaps I could make a few costumes for us to wear."

"I'm pretty sure I'll get use to wear something for Halloween that's not so scary." Worried Fluttershy.

"Relax Darling, it only happens once a year you'll think of something." Assured Rarity

"Besides spending time with us on Halloween should be awesome!" said Rainbow Dash excitedly

"And it won't be the same without you so come on give it a try!" said Pinkie Pie

"I guess you're right I'll enjoy this holiday this year." Said Fluttershy.

"That's the spirit." Said Sunset as she wrapped her arm around her.

Just then they hear the door knocked it was Principal Celestia who was checking on the girls to see how they were doing.

"Sorry to interrupt girls how are your plans for your performance for the party?" she asked.

"Uh, we're getting there. We're still trying to figure which song we're gonna play for the show." Answered Rainbow Dash.

"I'm sure you girls can think of something and I'm proud of you all for coming up this idea for this year's party." Said Principal Celestia with reassurance.

"No problem Principal Celestia, it's what we do." Said Applejack.

"And I need Sunset Shimmer's help with something."

"Sure what is it?" Sunset asked Celestia

"There's a visitor from New Orleans, Louisiana who just came here to Canterlot High." Explained Celestia.

The girls were surprised to hear that there's someone who traveled from far away to come to Canterlot High.

"New Orleans?" Sci-Twilight asked.

"Yes, and I guess he's heard about those events we have here in CHS and I figure Sunset Shimmer could show him around would you?" suggested Celestia.

"Sure I'll be glad to do it." Accepted Sunset Shimmer.

"Thanks, I must get back to my office keep up the good work girls."

Principal Celestia leaves the music bedroom to return to her office the girls are still surprised about what Principal Celestia said.

"This is the first time we heard about someone who travel to New Orleans to Canterlot High, ever since I transferred here from Crystal Prep." Said Sci-Twilight

"Yeah I know what you mean I wonder what he's doing here?" wondered Spike.

"I don't know." Said Sci-Twilight.

The girls are thinking about this visitor but Sunset decided to go see this for herself.

"Well you girls figure what which song you're going to use for the performance I better go give this strange visitor a tour see ya later." She said and left to the main foyer to give this strange visitor a tour of the school. Once Sunset is gone The Rainbooms are back to their business.

"We've still got a few minutes before lunch starts." Said Rainbow Dash. "So which song are we going to use?"

Then Applejack thought of the idea while while she looks at list tracks on Pinkie's phone and show one to the girls.

"Well, I saw a song from Pinkie Pie's phone and I figure this one should do it."

"Earth, Wind, Fire, and Air?" Sci-Twilight while looking at the title.

" Yep." Said Applejack before Pinkie grabbed her phone back.

"Oooh I love that song been listening to it ever since!" she said excitedly

"Well what are we waiting for let's look at the lyrics and start playing!" approved Rainbow Dash.

"Well this shall be good." Said Spike proudly.

* * *

In the main foyer of Canterlot High Sunset Shimmer arrived with a brightness smile she could as she approached to the visitor. "Hi. Are you the visitor from New Orleans?"

The visitor was Dr. Facilier who just arrived at Canterlot High and approaches to Sunset Shimmer. "Indeed, Enchantée." He said. "A tip of the hat from Dr. Facilier. How Y'all doin'?"

Dr. Facilier gives Sunset his card surprised and reads it out loud.

"Doctor Facilier, Tarot Readings, Charms, Potions, Dreams Made Real." Sunset said as looks very interested about Facilier appearance. "That's cool, well my name is Sunset Shimmer and I'm here to give you the tour. Canterlot High's a great school. You're gonna love it."

"Oh yes I'm just sensing there's something magical about this school of yours." Dr. Facilier grinned in an evil laugh as Maleficent's raven follows them a few minutes have passed as Sunset gives Facilier the tour.

"That's the science lab. Computer lab is in there. Oh!" Sunset excitedly rushed to the poster of the Halloween Costume Party. "We're having a Halloween Costume Party this week! The whole school is pretty much rallying around it."

The Shadow Man became so interesting to hear what Sunset just said. "A Halloween party you say?"

He sinisterly grinned as he looked at Maleficent's Raven who is watching from on top the lockers thinking about the same thing

"I'm sure since you're visiting, Principal Celestia would let you sign up if you're interested." Sunset Shimmer offered.

"Well perhaps I could stick around for one event." Said Dr. Facilier. "I'd wager...I'm in the company of preforming a magic show."

"Really?" Sunset asked.

"Oh yes." He replied. "I'm sure that my friends would be so interested for this party cause I got Friends on the Other Side."

Sunset Shimmer looked confused about what Facilier said until she notice the box the Evil Queen gave him in his pocket.

"That's a pretty box." She laughed nervously and grabs the box. "What's in it?"

Sunset Shimmer was about to open it but Maleficent's raven flied down and attack her Sunset try to use her arms to make it go away.

"What?! Hey! Go Away! Shoo! Shoo! Get out of here!"  
Sunset throws the box at the raven but he dodged it feared Dr. Facilier thinking it would break.

"Careful with that!" he shouted and mange to catch the box before it hits the ground. "ANYTHING HAPPENS TO THIS IM GONNA BE—"

His temper terrified Sunset not wanting to cause any trouble he took a breath and calm himself and smiled at the girl. "I apologize for the way I lost my temper." Said Dr. Facilier as he explained the box to her. "It's just this box means so much to me I just hate if anything happens to it."

"Uh….Okay." said Sunset in a confusing voice.

"I thank you for this tour Sunset." Bowed the Shadow Man "But if you excuse me, I have to go to speak to this Principal Celestia of yours about this Halloween party."

Dr. Facilier walks angrily away as Maleficent's raven continues to follow him, leaving Sunset Shimmer looked suspicious to him as Facilier left Sunset he angrily looked at the box and see there's no damage and wasn't angry at the raven then he thought of an idea on how to get Celestia and Luna's trust. He whistles his two shadow minions from the other side.

"My friends I may have a way to gain Principal Celestia and Vice Principal Luna's trust." Grinned Facilier. "So I need you to do a small favor for me."


	3. The Shadow Man

Later in the cafeteria Twilight, Applejack, Rainbow Dash, Rarity, Fluttershy and Pinkie Pie are eating their lunch and Sunset Shimmer joins them looking rather confused.

"So how was the tour?" asked Applejack.

"I don't know. I mean, this guy Dr. Facilier, he was... There was something off about him."

Pinkie Pie asked, "Like, off like this?" she used her hair to make her look like she had a beard, "Or off like this?" she placed two carrot sticks into her mouth to look like fangs and two pieces of lettuce on her eyebrows. "Or… Oh, oh! Like—"

"Maybe we should just let her tell us." Rainbow Dash interrupted.

"That's just it." Sunset began to explain. "I can't put my finger on it. He just acted sort of... strange around me."

"Really?" Sci-Twilight asked with concerned.

"Yeah, I know he's from New Orleans but he also said he's got Friends on the Other Side. I wonder what that means."

"I don't even wanna guess." Shuddered Fluttershy.

Outside the cafeteria doors, Dr. Facilier is looking at the students eating lunch preparing to begin his mission.

"Now, I shall begin this search to see if those rumors were true if there is magic from another world I shall give those school kids some entertainment to see if any of them have that kind of power." Said Dr. Facilier.

Maleficent's Raven caw at him about the task Maleficent and the Evil Queen gave as he chuckled evilly.

"Ha Ha, Ha! I hear it and once we get what we want. We'll return to the Forbidden Mountains with some news. In the meantime, I'll give them a little demonstration by giving them a magic show."

With that, the Shadow Man entered the cafeteria and begins to sing his song while Sunset Shimmer and her friends and all the other students watched what happened. They were surprised that Dr. Facilier came in out of nowhere. Reminds them the time when the Dazzlings first came to Canterlot High.

(The song is Shadow Man from The Princess and the Frog Bayou Boogie)

 **Dr. Facilier:**

 _Yeah… nice to meet ya…._

 _I'm the Shadow Man_

 _The Shadow Man_

 _I walk through the shadows with a shadowy plan_

 _I live somewhere between night and day_

 _I'm the Shadow Man— Facilier"_

Flash Sentry and everyone else pays attention to his singing, finding his voice pretty amusing and entertaining. They got interested when they notice he and his shadow were dancing.

 _Wherever you go, I'm right behind you_

 _You might not see me, but I'm gonna find you_

 _To shadow you, that's the plan_

 _I'm Facilier— the Shadow Man_

 _I'm a sharp dressed cat, cool as can be_

 _Down here in New Orleans, there ain't no one like me_

He uses his magic to show the students the entire city of New Orleans the other students where amazing. But they were unprepared about what's going to happened next.

 _You're lookin' for a thrill, he's the shadowy one_

 _Your one-stop shop for some shadowy fun_

 _Yeah, I'm the king of Easy Street_

 _I'm the man you've got to meet_

Facilier singing is drawn to Trixie who finds him very astonishing she was thinking she could learn a lot from the Shadow Man.

 _I have been here since time began_

 _I'm Facilier— the Shadow Man_

Unknown to the students Facilier begins his finale by using magic to summon his Friends on the Other Side as illusions so he can hypnotize the students placing him under his spell.

 _I'm a sharp dressed cat, cool as can be_

 _Down here in New Orleans, there ain't no one like me_

 _You're lookin' for a thrill, he's the shadowy one_

 _Your one-stop shop for some shadowy fun_

 _Yeah, I'm the king of Easy Street_

As he sang, Sunset, Sci-Twilight, Spike, Applejack, Rainbow Dash, Rarity, Fluttershy, and Pinkie Pie were the only ones who are not affected by Dr. Facilier's magic spell. They looked very worried and concern about what's going on.

Sunset suspects that there's something strange about the Shadow Man. Something…magical that can't be good.

 _I'm the man you've got to meet_

 _I have been here since time began_

 _I'm Facilier— the Shadow Man_

He chuckled evilly and as he finished his song the students applauded to his magical performance while they were under his spell as he took a bow. But Sunset and the others watch with worry.

 **Pinkie Pie:**

"Ohhhh. He's _that_ kind of "off"."

Dr. Facilier notices Sunset and her friends aren't under his spell and didn't even bow to him He sensed that there's something protecting them from his magic.

* * *

The girls are walking down the halls. They all pondered about what just happened in the cafeteria. Unknown to the girls Maleficent's raven follow them to spy on them.

"This guy definitely has some kind of dark magic or something." Said Sunset. "How else could you explain what happened back there?"

"Can I see that card he gave you?" Sci-Twilight asked.

Sunset Shimmer gives the card to Sci-Twilight as she reads it. "Doctor Facilier, Tarot Readings, Charms, Potions, Dreams Made Real."

Pinkie Pie gasped with excitement. "He can make Dreams REAL!?"

"I don't know." Said Applejack. "He doesn't seem like the making dreams real type."

"I don't know." Said Rainbow Dash with worry. "Dr. Facilier can be some other evil creature that got booted from Equestria and ended up in this world. That's what happened with the sirens."

"No, I don't think he is." Said Sunset. "He said he's from New Orleans."

"Well, that's good." Sighed Applejack. "Because the last thing we need is another magical so-and-so bent on world domination comin' over from Equestria."

The Raven was shocked to hear the conversation and he grinned to see that rumors at this school were true.

"Agreed." Said Rarity. "We have to do deal a lot more than our fair share of those. The Fall Formal, a musical showcase, the Friendship Games."

"Oooh." Interrupted Pinkie Pie. "Don't forget Camp Everfree!"

"Yeah but still, this Dr. Facilier seems a lot different." Said Sci-Twilight. "So what should we do about it?"

The Raven flies off to find Dr. Facilier to inform him the news while the girls are too busy to notice.

Sunset simply sighed. "I don't know."

"Maybe Principal Celestia should know about this." Suggested Spike the Dog.

"Good idea Spike." Said Applejack. "Come on, Y'all. We'll let Principal Celestia know all about this and this guy will be kicked to the curb in no time."

* * *

At Principal Celestia's Office Sunset Shimmer and her friends told Celestia and Luna about Dr. Facilier learning that he might up to something but didn't believe their story. "Dark magic? I find that very hard to believe. Dr. Facilier came into my office earlier and was absolutely delightful."

Principal Luna is arching an eyebrow standing beside her older sister. "Ugh! Perhaps Sunset Shimmer is just eager to the same excuse just like what happen to the Dazzlings."

Sunset Shimmer was surprised to hear Luna say something like this. Although it did remind her about what happened in the past she scratches her neck in embarrassment. "I could see why you might think that, but—"

Rainbow Dash stepped forward toward the desk. "That's not what's happening! We saw all of this go down in the cafeteria too!"

"Yes, but isn't your band supposed to be part of the Halloween musical performance?" Principal Celestia asked them skeptically.

Rainbow Dash scanned the room in an uncertain way and answered. "Yes."

"Perhaps you're all just worried that Dr. Facilier and his friends will steal your spotlight." Said Luna

"His friends?" Applejack asked looking rather curious to hear what Luna said.

"Who are his friends exactly?" Sci-Twilight asked with the same look. "We never heard something like this.

All of the sudden the girls surprisingly heard the Shadow Man's chuckle they looked behind them as he entered the office and said to them.

"I'm inviting some friends of mine to come to this school for this event to help me out with my magic performance."

Rainbow Dash is about to get some answers as she walks to him and asked. "Like Twilight said who are they exactly?"

But Facilier patted her head as he chuckled and answered. "That's for me to know and you to find out I like to keep things to myself until tomorrow night ain't that right?"

"That's right." Principal Celestia answered as she continues speaking to the girls. "That's why he came by my office earlier today – to sign up for their magical performance. Even gave me some spoilers to Vice Principal Luna and me."

"He did?" Applejack asked.

"Yes. And we think having his magic show at the party tomorrow is a marvelous idea." Said Principal Celestia.

"Ha, Ha, Ha! I hear you!" laughed Dr. Facilier. "Now if Y'all excuse me I have some things to do."

The Shadow Man leaves the office leaving Sunset Shimmer and her friends suspect the foul play by his plan thinking they are also under his spell looks like they are own. The Girls began to leave the office and headed outside but the Shadow Man grinned as he stands down the hall and watches them leave he began to figure why they weren't under his spell.

"I think I just discovered what we've been looking forward." He said to the raven as it landed on his staff he cawed at him.

"Yes. I believe these seven teenage girls could have the source of magic that we need. I think it's time we return to the Forbidden Mountains and tell Maleficent about this."

* * *

Outside of the school Sunset and the girls are sitting around the Wondercolt statue still pondering about what their next move was. But they are way outnumbered about what to do about Facilier since he first got here.

"I can't believe he's got to Principal Celestia and Vice Principal Luna too." Said Fluttershy sadly.

"He's gotten to everybody." Said Rainbow Dash.

"Not everybody!" Pinkie smiled as she lowered her head to everyone.

"Pinkie Pie's right." Said Applejack. "We were there when the Doctor was singing and we weren't affected. Good thing we got the Magic of Friendship inside of us."

"Well since he's not from Equestria." Said Sci-Twilight. "Then how did he got here in Canterlot High?"

"Maybe he is from another world that's different than Equestria." Said Rarity.

"Well, that's too bad." Said Rainbow in frustration and started to think of something. "But Rarity does make a good point. Because I get the feeling he might be from some kind of story.

Agreeing on what Rainbow Dash was saying. Sunset Shimmer began to realize she remembers something when she went to the library and discovered something the other day. "Wait a minute, I just remember something!"

"You do?" Pinkie Pie asked.

"Yeah!" Sunset replied. "I'll explain in the library come on!"

Sunset rushed back inside and headed straight to the library Sci-Twilight and the others are thinking that Sunset just got an idea on where they can get answers and follow her to the library.


	4. When We're Evil and Found the answers

Dr. Facilier and the Raven return to the Forbidden Mountains as they came out of the dark aura portal and they approach Maleficent and the other villains in the throne room.

"I'm back!" Dr. Facilier called.

Maleficent, Jafar, Cruella, Ursula, Captain Hook, Hades, Scar and The Evil Queen notice his return and realize he came back with nothing much to the Queen's dismay.

"How dare you return here, you blundering fool?" she scolded. But the Shadow Man calms her down as he tells them what happened today.

"Now, now, I know what you're thinking." He said. "But I believe I have some information I think Y'all like to hear."

"Oh? You have huh?" Scar asked.

"Yes I have Scar it appears the rumors were true." He explained. "The strange powerful magic that came to Canterlot High must've come from a place called Equestria."

"Equestria?" said Maleficent in a surprisingly voice the other villains were also rather surprise to hear this.

"What was that name again?" Hades asked as he heard it rather familiar.

"Equestria." The Shadow Man answered as he uses his voodoo magic to shows the image of Sunset Shimmer and her friends Sci-Twilight Sparkle, Applejack, Rainbow Dash, Rarity, Fluttershy and Pinkie Pie to the villains. "I heard it by seven teenage girls who call themselves the Rainbooms and I believe they do have this kind of power."

"Those brats have that kind of magical powers?" confused Captain Hook.

"Why should we be looking at them?" said Cruella in disbelief. "They don't have that kind of power!"

Hades interrupted the confusing conversation. "Oh wait I'm sorry time out, I believe I've heard about this Equestria, It's a world where all ponies, dragons, griffons, and all other mythical creatures lived. Ha heard about that in the underworld."

"Hmm….Interesting." grinned Jafar.

Ursula is still confused about this whole Equestrian Magic trying to think of a possible explanation. "But how did this Equestrian Magic came to that school in the first place?"

Dr. Facilier shows them the image of Sunset Shimmer as he explains to them. "I believe this girl named Sunset Shimmer might have something to do this."

"And why would that be?" Scar asked.

The Shadow Man puts out the file of Sunset's school records which he secretly stole from Principal Celestia's office. And his magic shows the villains everything about Sunset's past. "I looked up at her school records and they say she came from Equestria itself. She once tried to steal a magical crown that belongs to a pony princess who calls herself Twilight Sparkle."

Jafar was impressed about this and said. "Well then, she had a quite reputation in this Canterlot High."

"Yes, she has." Said the Shadow Man continuing his story "And during the Fall Formal School she manages to put on the crown and it magically transforms her into a she-demon and uses her powers to turn the students into zombies until this Princess Twilight comes in and stops her with the help from these five students."

The image shows them Twilight and the Human Mane Five pony up much to their surprise.

"What's this? They can transform?" Captain Hook asked.

"That's…That's not possible!" said Cruella in disbelief.

The Shadow Man's magic continues the montage of everything that Sunset and her friends did in the past: The Musical Showcase, The Friendship Games and Camp Everfree as Facilier finishes it up.

"Oh it is. Now that Twilight's crown has returned to Equestria. Some of its magic must've remained within the school and those girls even as we speak."

"So the rumors were true!" the Evil Queen smiled. "There is Equestrian Magic in this school."

"Well, perhaps you did have some proof after all Shadow Man you have done well." Said Scar.

"But there is a problem how can we find this Equestria place?" Jafar asked as he pointed his finger to the image of Sunset. "This girl Sunset Shimmer must've come from there so I believe there might be some portal that'll lead us to it."

"Fear not my friends it'll take us ages to find it." Maleficent stood up. "Besides their magic could be quite useful to us for our plan."

"Yes….our Halloween takeover." Ursula agreed.

"Indeed." Said the evil fairy. "Once we gain control of Canterlot High we will invade Equestria as well."

"That is a good plan I'm sure of it darlings." Said Cruella. "But how can we find this portal to this Equestria and this magic from that place?"

And then Scar thought of the idea. "Well I do think those seven teenage girls might have something to do this. Perhaps we can make some deals with them so that they can give us the way."

Maleficent and the other villains turned confused to hear what Scar just said as they looked at each other and Hades stand up and asked the lion. "So, let me put it this way my furry friend, we make some deals to those girls so that they can gave us their magic and a way to Equestria?"

"Precisely." He answered.

But Captain Hook didn't think this is such a good idea making deals with teenagers sounds ridiculous to him. "Humph, that is the most ridiculous plan I've ever heard! I'll stake me other hand if they did give them to us."

"Oh yeah?" Scar argued. "You will have no hands at all since you lost one to that crocodile!"

Captain Hook snaps angrily at Scar as he slammed his hook on the table real hard. "Shut up!"

"ENOUGH!" Maleficent shouted when the thunder clash sound silence them. "Scar might be on to something,,,,"

"Oh really?" Grimhilde asked.

Maleficent stood up as she explains her new plan for Halloween. "Yes indeed, perhaps you all could try making deals with those girls and trying to make them fall them into our trap so that they cannot interfere with our plan of invasion of Equestria.:

"Yeah right but there is this one small detail." Said Hades when he pointed his finger to the image of Sci-Twilight. "From what I heard in the Friendship Games this other girl who is also named Twilight Sparkle she may not be the one who came from Equestria."

"That's right…" The sea witch realized.

"How could she possibly be different than the other one?" asked Cruella.

"Perhaps she came from a different school that's far from Canterlot High." Hook said.

"Hook is correct." Said the Evil Queen. "The Magic Mirror did tell me she came from the place called Crystal Prep High School."

"Then why is she going to this school instead of staying at this Crystal Prep?" pondered Scar.

The Shadow Man did show them the images of Sci-Twilight's time at Crystal Prep High School and ends up at Canterlot High in the end. "That other Twilight just got transferred over there ever since the Friendship Games ended."

"I see," said Scar with the evil grinned. "Well then perhaps this would be a good advantage for us."

"Come, my friends, we have a lot of planning to do for one Hallow's Eve they shall never forget," said Maleficent.

"Bingo!" Hades cried with excitement. "This Halloween shall be a great one!"

Maleficent and the other villains left the throne room to make plans for their Halloween take over as they use their evil powers to come up with a plan to trick Sunset Shimmer and the Mane Six to give them their magic powers to take control of the school and finding a portal to Equestria. As they began planning Dr. Facilier started to sang.

(Parody of the song When You're Evil by Voltaire)

 **Dr. Facilier:**

 _When the Devil is too busy_

 _And Death's a bit too much_

 _They call on me by name you see,_

 _For my special touch._

Much to Hades' interest in the song he along with Scar, and Captain Hook join in the singing as the Lord of the Dead uses his powers to show the image of the Mane Seven.

 **Hades:**

 _To the Gentlemen, I'm Miss Fortune_

 _To the Ladies, I'm Sir Prize_

 _But call me by any name_

 _Anyway it's all the same_

 **Dr. Facilier:**

 _I'm the fly in your soup_

 _I'm the pebble in your shoe_

 _I'm the thing beneath your bed_

 _I'm a bump on every head_

 _I'm the peel on which you slip_

 _I'm a pin in every hip_

 _I'm the thorn in your side_

 _Makes you wriggle and writhe_

 _And it's so easy when we're evil_

 **Scar:**

 _This is the life, you see_

 _The Devil tips his hat to us_

 _We do it all because we're evil_

 _And we do it all for free_

 _Their tears are all the pay we'll ever need_

Maleficent and her allies continue planning on turning Canterlot High into their castle so that they can get the portal to Equestria and casting a spell on the students to be on their control.

 **Scar:**

 _While there's children to make sad_

 _While there's candy to be had_

 _While there's pockets left to pick_

 _While there's grannies left to trip down the stairs_

 **Captain Hook:**

 _I'll be there, I'll be waiting 'round the corner_

 _It's a game. I'm glad I'm in it_

 _'Cause there's one born every minute_

 _And it's so easy when we're evil_

 _This is the life, you see_

 _The Devil tips his hat to us_

 **Hades** :

 _We do it all because we're evil_

 _And we do it all for free_

 _Their tears are all the pay we'll ever need_

Their planning keeps going as the rest of the villains join in the singing as the images of their their memories is show and they understand how each one of the villains know how being evil is like.

 **Maleficent:**

 _I pledge my allegiance, to all things dark_

 _And I promise on my dark soul_

 _To do as we've got planned The Devil himself_

 _Has never seen evil forces quite like us_

 _Not only does his job, but does it happily._

 **The Evil Queen:**

 _I'm the fear that keeps them awake_

 **Dr. Facilier:**

 _I'm the shadows on the wall_

 **Ursula:**

 _I'm the monsters they become_

 **Scar:**

 _I'm the nightmare in their skulls_

 **Cruella De Vil:**

 _I'm a dagger in their backs_

 **Jafar:**

 _An extra turn on the rack_

 **Hades:**

 _I'm the quivering of their hearts_

 _A stabbing pain, a sudden start._

Dr. Facilier began to summon his Friends on the Other Sides and they gave him his own talisman so he can steal their Equestrian powers.

 **Dr. Facilier:**

 _And it's so easy when you're evil_

 _This is the life, you see_

 _The Devil tips his hat to us_

 **Captain Hook:**

 _We do it all because we're evil_

 _And we do it all for free_

 _Their tears are all the pay we'll ever need_

 **Hades:**

 _And we do it all for free_

 _Their tears are all the pay we'll ever need_

 **Dr. Facilier:**

 _And we do it all for free_

 _Their tears are all the pay we'll ever need!_

As the song ends Maleficent, Jafar, Ursula, Hades, Cruella, Hook, the Evil Queen, Scar, and Dr. Facilier laugh evilly as they go through the dark aura portal to Canterlot High to put their Halloween plan into action.

* * *

At the Library back at school, Sunset Shimmer is looking for a book of something she remembered until she found the book she looks at it found the story and got her answer.

"That's it! Now I know who he really is!"

"Remember what?" Sci-Twilight asked in curiosity.

Sunset Shimmer began to explain to her friends as she reveals a regular brown book with a symbol and says "Disney" on it.

"The other day I came to the library I found this. It's a book that has the Disney stories and the way I describe Dr. Facilier, I think he calls himself "The Shadow Man".

" _Not the Shadow Man!_ " Pinkie screamed in terror before whispering loudly to Fluttershy "I don't actually know what that is!"

Sunset Shimmer flipping through the pages of the book and landed on the story "The Princess and the Frog" and began to narrating."It says that Dr. Facilier is a voodoo witch doctor who often uses magic and trickery on the street to con customers out of their money. According to "The Princess and the Frog" He tricks Prince Naveen by turning him into a frog so that he can have Lawrence pose as Naveen and marry Charlotte LaBouff and kill Big Daddy LaBouff so he takes control of his money and New Orleans and makes a deal with his Friends on the Other Side to take away the souls of the people."

Fluttershy began to shake in fear. "I don't think I like this story very much."

Sunset continued her narration. "He even tried to trick Tiana by trying to help her get her restaurant by giving his talisman back but she refuse to listen and tries to throw it to the ground but his shadow catches it and turns back into a frog but she uses her tongue to get it and smashed the amulet to pieces and so his Friends on the Other Side dragged him into the spirit world where his soul will be doomed to remain for all eternity."

"I've seen this before he must be the same guy from the movie." Sci-Twilight realized.

"Me too, but Tiana defeated the Shadow Man in that movie. How come he's just surfacin' now?" Applejack asked.

"I don't know." said Sunset. "But if my theory is right if it's the Shadow Man he came to Canterlot High the spell he just cast might be the beginning. But still I can't figure out how he got here in the first place ever since I look at his box that raven attacked me."

"Wait, Raven? What Raven?" Rainbow Dash interrupted.

"Just some Raven that was following the Shadow Man while I was giving him the tour today and—"

Before Sunset continues explaining Rainbow Dash takes the book out of her hands and turns the pages back and lands into another one of Disney's classics stories Sleeping Beauty and found the picture that she was looking forward.

"Did the raven look something like this" Rainbow Dash asked as she shows the picture of the Raven with Maleficent in the book.

"Yes that's it! Wait a minute…."

Sunset Shimmer takes a closer look at the picture and she gasped and her eyes widened in shock.

"What is it Sunset?" Fluttershy asked.

"That means that Raven must be Maleficent's. And that box I saw must belong to…." Sunset grabs the book from Rainbow's hands and turns the pages back and lands on the story of Snow White and the Seven Dwarfs and founds the picture of the same box and other Disney villain who holds it. "The Evil Queen!"

"You mean the one from Snow White!?" Sci-Twilight asked in surprise.

Sunset nodded her head and shows the picture to her friends and Spike became so frightened by picture he jumped into Sci-Twilight's arms.

"I don't like her she gives me the willies." He said.

Rarity began to get things straight. "So Darling, if this Dr. Facilier is the Shadow Man from the Princess and the Frog and this raven is Maleficent's pet and that box belongs to The Evil Queen. Do you think…."

"Girls I'm afraid we're going to have something far more badly than the evil magical creatures from Equestria." Sunset worried and comes to conclusion. "The Disney Villains are coming."

The Girls looked at each other looking rather confuse about this believing that Dr. Facilier is not from Equestria but from another world.

"The Disney Villains?" Applejack said in confusing voice.

"How is that even possible?" Rarity asked.

Sunset Shimmer replied to her friends. "I'm not sure but I have a hunch that Maleficent and the Evil Queen might have something to do with the Shadow Man they must have somehow sent him here to look for something and I get the feeling those 3 aren't exactly the only ones who are coming."

"Ooh, ooh! You mean some other villains like Jafar from Aladdin, Ursula from The Little Mermaid, Hades from Hercules, Scar from The Lion King, Captain Hook from Peter Pan, and Cruella De Vil from 101 Dalmatians?" Pinkie Pie asked so quickly and gave big smile grin the girls look at each other couldn't figure out what Pinkie Pie just said but Rainbow scratch the back of her head and answered her question in disbelief.

"Yeah, I'm pretty sure they won't get involve in this."

"Maybe, still if they do show up in Canterlot High we have to be careful there's no telling what they're up to." Sunset pointed out.

"But why would they come here?" Rainbow asked.

"Probably came looking for your magic." Spike answered much to Sci-Twilight's annoyance.

"Spike, that's ridiculous! What makes you think they might be after their magic?"

"Nothing Twilight I was wondering if they are or not." Said Spike nervously.

Sci-Twilight let out a sigh and said sadly. "Well I don't want to get involve of whatever it is this Shadow Man is planning but I don't want to make the same mistake like I did in the Friendship Games."

"Twilight, it's okay, we won't ever let that happened." Said Sunset placing her hand on Sci-Twilight's shoulder.

Rainbow Dash waves her fist into the air and scoffed. "Besides if those Disney baddies show up, I'll give'em something like this!" she began doing some karate moves and yells. She threw a punch but it is blocked by Applejack.

"We've got nothin' to worry about now that we know who this Dr. Facilier really is, besides those Disney Villains won't stand a chance since we got the magic of friendship inside of us."

"Oh, I'm pretty sure I could find something to worry about." Said Fluttershy. "But it won't be the Disney Villains."

"And in the meantime I just now figure what we could dress up as for Halloween!" Rarity giggled. Which it concerns Applejack.

"Rarity, what are you thinking about?"

To answer her question Rarity pulled out a few pictures of the Disney heroes and heroines from the book.

"Well, the book Sunset show us gave me some ideas I figure I could design some costume of those heroes and heroines"

Pinkie Pie picked out the picture of Honey Lemon. "Oooh! I wanna be as Honey Lemon in her Super Hero outfit from Big Hero 6!"

"Well, I'm certainly glad you chose it Darling." Said Rarity.

Fluttershy pointed at the picture of Princess Aurora from Sleeping Beauty. "Well I certainly want to dress up as Princess Aurora."

"Dibs on the costume of Judy Hopps she's my favorite!" said Rainbow Dash showing the picture of Judy Hopps from Zootopia but Rarity grabbed the picture out of Rainbow's had.

"Sorry Dashie, I'm already thinking of dressing up as Judy this year how about a costume of Simba?"

Much to Rainbow Dash's dismay she has no choice but to go with the Adult Simba and let out a sigh. "Fine but I want to be Judy Hopps next year!"

"Deal." Said Rarity.

"I want to dress as Simba too!" said Spike pointed at the picture of Simba as a cub. "I mean when he's a cub of course. What are you gonna dress as Twilight?"

Sci-Twilight answer her dog's question and point her finger on the picture of Snow White. "Well I'm thinking of being as Snow White that'll be a perfect costume for me Spike."

"Not good of makin' decisions of my own Y'all." Said Applejack and point her finger at the picture of Peter Pan. "But I guess I'll choose the Peter Pan costume."

"In that case I think a costume of Princess Jasmine should fit perfect for me." Said Sunset Shimmer showing the picture of character herself.

"Think you can get those costumes ready for tomorrow Rarity?" Fluttershy asked.

Rarity replied. "Easier said than done Fluttershy, you girls think I wasn't born yesterday?"

"Fair enough." Said Applejack. "Just as long as you don't stay up all night working on these outfits. Yer gonna, aren't ya?"

"No. Yes!" Rarity chuckled. "Don't worry. I'll have them ready before you girls even know it."

The school bell rings and it means it's time to go home the girls gathered their things and began to leave the Library Sunset looks behind her and notice Sci-Twilight was thinking of something.

"Hmm? What the matter Twilight?" she asked.

"Huh? Oh. I was just thinking about those Disney Villains we were talking about. What if they were planning to find the portal to this Equestria world where your friend lives?"

Sunset was thinking was same thing herself she beginning to get a bad feeling about this. "If they are, than Equestria will be in big trouble but that won't happen unless we stand up to them."

"I know but still…." Before she can continue Sunset puts her hands on Sci-Twilight's shoulders.

"We'll talk about this later. Right now let's get ourselves back home okay?"

Sci-Twilight smiled at Sunset's her words and nodded. "Okay come on Spike."

She picks up Spike into her arms and left the library with Sunset Shimmer as they walk out of the library Sunset begin to hear a mysterious voice.

 _"Sunset…Sunset…"_

"Huh?" Sunset turned around and it came from the library. "Did you hear that?"

"Hear what?" Sci-Twilight asked.

But Sunset shook her head probably just her imagination playing tricks on her. "Nothing, I guess must be hearing things. Come on let's go home."

Sunset and Sci-Twilight leave the school and walked all the way to their homes but Sunset began to wonder what that mysterious voice is she'll have to come back tomorrow and find out.


	5. Rarity meets Cruella De Vil

The next morning at Rarity's house. Rarity is putting the finishing touches on those costumes for her friends she's working on her Judy Hopps and it's just about to be finished until she someone is knocking on her bedroom door she opens it and it was her little sister Sweetie Belle.

"Sorry to bother you, sis." Said Sweetie Belle. "But there's someone at the door who wants to see you."

"Oh dear, who can that be?" Rarity asked.

She and Sweetie Belle walk downstairs and went to the front door and turns out to be Cruella De Vil.

"Good morning, you must the generosity Rarity right darling?" Cruella greeted.

Rarity and Sweetie Belle look at each other confused as she began to open her mouth to answer her question. "Why yes…but who might you be exactly?"

"My name is Cruella De Vil...And I'm an over-financed heiress."

Rarity still looks rather confused about her appearance until Sweetie Belle broke the silence and said.

"Uh, I'm gonna head over to school now I'll see you there Rarity."

"Huh? Oh, right see you there Sweetie Belle." Rarity said.

Cruella De Vil let Sweetie Belle through so she can go to school but Rarity stayed behind so she and Cruella could have a small conversation.

"Quite a charming little one isn't she?" Cruella asked.

"Yeah, she is." Said Rarity. "So what can I do for you, Miss De Vil?"

"I once heard that you make beautiful dresses in the Carousel Boutique shop in town." She laughed.

Rarity smiled and said. "Well, that's true."

Cruella began to tell her about what kind of plans for her. "And I'm here to offer you a deal of course darling, I can give you everything you want."

"Everything?" said Rarity excited but turn to nervous voice. "Ooh my, I don't think I want that much."

"Rarity, don't be ridiculous. It's not just everything you want I can even offer you jewels and diamonds."

Rarity was surprised to hear what Cruella just said she was very excited about this. "Diamonds and jewels?!" she giggled. "Of course I'll—"

Before Rarity could accept she pondered herself to see what Cruella is really after as she asks her suspiciously. "Wait what is it you want from me exactly?"

The De Vil woman is started to get nervous thinking that she knows what she's up to guess there's no hiding from her now. "Oh, there are certain rumors that are been told that you and your friends from this Canterlot High School have been carrying some certain magic from this other world.

"That's right. We pony up when we played music." Rarity explains. "And we've had to deal with nasty evil creatures. At the Fall Formal, a musical showcase, the Friendship Games, Camp Ever…" She stopped and notice Cruella De Vil is smiling in an evil grin and don't want to brag about she laughed nervously. "Well, I mean, you know, everything turned out all right, of course."

"Yes, I know. I know!" Cruella chuckled. "You-ha-ha-ha-ha! Pony up!"

Cruella laughs so hard even she thinks all those stories are hard to believe and nonsense but Rarity doesn't think it's funny she pouts in annoyance.

"Now really, enough of this nonsense." Said Cruella. "I'll pay you twice what they're worth I'm being more than generous. With your magical powers perhaps you can make some fur coats for me. So do we have a deal?"

Before Rarity says anything she remembers something after Sunset Shimmer shows her the book from the library thinking that Cruella might be involved with Dr. Facilier since yesterday.

"Just one moment Miss De Vil."

Cruella turns to Rarity's attention and looked curious about something. "What?"

"This might be sound silly, but do you happen to know someone who calls himself Dr. Facilier was known as the Shadow Man?"

Hearing Rarity's question began to chuckle nervously. "The Shadow Man? Are you serious? I really don't know what you're talking about."

"Well, yesterday Sunset Shimmer told me that…"

"Oh. Surely she must be joking." Said Cruella that doesn't believe anything that Rarity said. "If I do know him he might tell me everything about his events from your school."

Rarity's crystal pendant began to glow and it sensed that there's a dark source in Cruella De Vil. So Rarity jumped the conclusion that she's one of Maleficent's spies and decided to reject her offer.

"Well, if you are with him then my answer is no!"

"What?!" shouted Cruella in anger surprised.

"I know exactly who you are Cruella!" Rarity pointed her finger at her. "You must be one of those villains from the story 101 Dalmatians! I was warned never to trust anyone who knows the Shadow Man. Or who's with him! So I mustn't fall for any of your evil tricks!"

With so much anger and rage Cruella has never been so insulted since the time she tries to buy the Dalmatian puppies from Roger and Anita. "Why, you little brat! You... you...Alright, keep your powers for all I care. Do as you like with them. But I'll warn you one thing Rarity you won't keep it forever! I'm through with you and your friends! I'll get even, just wait. You'll be sorry, you fools! You...YOU IDIOTS!"

With that Cruella storm out of Rarity's house slammed the door so hard that it breaks the window leaving Rarity upset she began to call Sunset about what happened.

* * *

Elsewhere Sunset, Twilight, and Spike are walking to school when they heard Sunset's phone is ringing she picks it up to see who's calling.

"It's Rarity." Said Sunset.

"Why is she calling?" Sci-Twilight asked.

"I don't know, let me check," Sunset answered the phone. "Hey Rarity, what is it?"

As she explains on the phone Sunset became shocked hearing what Rarity is saying in an upset way.

"WHAT?!" she shouted that it jumped Sci-Twilight and Spike in surprise. "Alright Rarity, calm down! We'll meet you at school so you can tell us okay?"

Sci-Twilight looked worried and asked. "What's going on?"

Sunset puts her phone away and answered. "It's Rarity, she's upset!"

"What happened?" Spike asked with concern. "Is she in trouble?"

"I don't know, she says that someone who calls herself Cruella De Vil tries to trick her by making a deal."

"What?!" Sci-Twilight looks worried. "That's not good!"

"I know she'll explain this to us once we get to there come on!"

Sunset, Twilight, and Spike rush themselves to school to check on Rarity unknown to them Dr. Facilier and Cruella De Vil watch them inside Cruella's car.

"Well, my little meeting with that brat Rarity didn't go exactly as I hoped." She said.

"Guess those girls know who we are and know what we're planning." Said Dr. Facilier

"Now what shall we do doctor?" Cruella asked.

"Let's wait and see how Jafar and the others can deal with those girls." Replied the Shadow Man. "In the meantime, we should start searching for this portal that'll lead us to this Equestria."

"Well let's hope they don't outsmart us!" Cruella started her car and drives so she can follow them to Canterlot High.

* * *

A few minutes later Sci-Twilight, Spike, Sunset Shimmer, Applejack, Rainbow Dash, Pinkie Pie, and Fluttershy arrive at CHS Exterior noticing Rarity in tears.

"It was awful! Absolutely awful!" She wept while wiping the mascara from her eyes.

"Rarity, what happen to you at your house?" Applejack asked.

Rarity completed wrapping the tears off her eyes took a deep breath and began to explain to her friends. "Well, I was about to put the finishing touches on our costumes. And you never believe you came to see me."

Pinkie Pie rose her hand up like a child in class "Ooh! Ooh! Let me guess The Shadowbolts?"

"No. It's-"

"Dean Cadence? Gloriosa Daisy? Filthy Rich?"

Rarity covers Pinkie's mouth and she can finish her answer. "It's Cruella De Vil."

Then Pinkie Pie shouted in surprise. "WHAT?!"

"Cruella De Vil?" said Sunset in a shocking voice. "You mean the character from 101 Dalmatians?"

Rarity answered. "Yes, and it appears she knows who I am and heard rumors that we have magic."

The girls are baffled when they heard about all of this and are very puzzled but Rarity continues explaining.

"She came to my door about half an hour ago and we had a little conversation about some deal that she can offer me everything I want even diamonds and jewels."

"I think twice about _that_!" said Applejack. "Evan though she is from 101 Dalmatians."

"Oh I know darling, but she wanted me to use my magic to make fur coats but I already sense that she is evil."

"And then you try to fall for her act right?" Rainbow Dash asked as she crossed her arms.

But Rarity began to finish her story. "Actually Rainbow Dash, I refuse her offer because I get this funny feeling that she wanted my magic for evil."

"Oh whew, that's good." Sighed Spike in relief.

"Although she did warn me that I won't be able to keep my magic for long and lastly she'll get even with us!"

Rainbow Dash faces palm her head in frustration. "Hang on, is she nuts!?"

Sunset place her hand on Rarity's shoulder in comfort and reassures her. "Rarity, there's no way she can take away your magic, even if she did I think she might be on to something else."

But Applejack is still looking puzzled about Rarity's encounter with Cruella. "But how did this Cruella De Vil get to Rarity's house and how did she know all about that stuff about us having magic?"

"Um…Dr. Facilier?" Fluttershy asked nervously.

Thinking that he might involve in this Pinkie began to lose her temper. "Oooh, even so, when I get my hands on that witch doctor IM GONNA—"

"Whoa, whoa, whoa!" Rainbow Dash calmed her down. "Let's not jump into conclusions Pinkie Pie! He's not the only one we have to worry about. Remember what Sunset told us about Maleficent and those Disney Villains we keep hearing about from the book?"

Pinkie Pie answered. "Yes?"

"Why? They can't be real." Chuckled Applejack.

"Maybe." Thought Rainbow Dash. "But I think the Shadow Man must have told Maleficent and some other villains like Jafar, Hades, Ursula, Cruella De Vil, the Evil Queen, Scar, and Captain Hook all about us yesterday and they might end up in this world."

"Eh. Sounded more like something that somebody was tryin' to makin' up just to scare us." Said Applejack but then puts her fingers on her chin and thought. "At least I hope it was. The last thing I want is to have some Halloween trick."

Applejack, Rarity, Fluttershy,  
and Pinkie Pie are looking at Rainbow Dash and are very concern about she might be having a Halloween prank. "What?"

Rarity began to ask. "Do you think this whole Cruella De Vil thing could be some sort of Halloween trick of yours Rainbow Dash?"

"No way! Why'd you ask?"

"Well, during Halloween you love to scare people and pulling pranks." Said Fluttershy.

Applejack agreed with Fluttershy on this one. "Yeah, remember what happened last year?"

Sunset and Sci-Twilight look at each other rather curious about what Rainbow Dash did on Halloween last year.

"Wait, what did Rainbow do last year?" Sci-Twilight asked.

But Rainbow didn't want to bring that up. She scratches the back of her head and said nervously. "Uh…it's probably best not to talk about it."

"I think we should discuss these things later." Said Sunset Shimmer. "I'll go to the library to see what we can find a way to defeat the villains. But for now, let's get the party decorated and get our costumes all set."

"Yeah, I suppose you're right Sunset." Applejack nodded. "We should just forget about this "Cruella De Vil" for a bit and just try to focus on enjoyin' tonight's party."

The rest of the girls all nodded their heads in agreement they all walk up inside before the bell ring unknown to them Hades and Ursula were spying on them from the Wondercolt Statue.

"There they go." Said Ursula. "Trying to enjoy the night of their lives."

Hades scoffed. "Hmph, well they won't be for long, once we give them a little trick or treat tonight."

Ursula nodded. "Indeed, it's time for us to deal with these girls and our search for this portal."

"Yeah, but from I heard from Shadow Man. Rarity didn't fall for Cruella's trick. So I should deal with this Fluttershy while you'll deal with this Pinkie Pie."

"I will do no such thing Hot Boy!" shouted the Sea Witch "You will deal with the annoying Pinkie Pie. The kindness Fluttershy, however, is mine."

"Okay alright, since Maleficent has given us this assignment to deal with them so they give us their magic and lead us to Equestria. I thought we could you know switch. But it's your call."

With that Hades vanishes much to Ursula's annoyance and sighed. "Why do I have ever got stuck with him? Well, no matter I've got Equestrian magic and portal to find. All that's missing is some good all evil laughter." Ursula laughed evilly and started to continue on her mission.


	6. Pinkie Pie and the Lord of the Dead

In the Gymnasium, Pinkie Pie was busy decorating in a spooky yet friendly kind of way in knowing Fluttershy gets scared of really scary things.

"Ooh I'm so excited for tonight!" she said excitedly. "Now all I need is the bowls filled with delicious candy."

Pinkie Pie grabs the bowls filled with candy and places them on the tables while she's decorating she began to wonder about something.

"I wonder how Twilight and the others are doing. I sure hope Sunset can figure out about more about those villains like what happened earlier." Then she gasped. "What will happen if any more villains show up?!"

Suddenly Pinkie Pie heard a voice. "Geez Louise! Someone's in the worry works, huh?" she turns around and it was Hades sitting on the stage Pinkie blinked in a confused way and Hades jumps and lands right in front of her. "Baboom. Name is Hades, Lord of the Dead. Hi. How ya doin'?"

Pinkie Pie feels unsure about instead of shaking his hand she rubbed her eyes.

"Is this a bad dream? Because I eat way too much candy for that one."

She tried to get back to work but Hades stopped her and said. "Hey, hey, I only need a few seconds and I'm a fast talker, all right? See, I've got the major deal in the works. A real estate venture, if you will. And Pink, you little devil you, may I call you Pink? You seem to be perfect for this opportunity."

Pinkie Pie interrupted the God of the Underworld. "I would love to but I gotta get back to decorating."

"Hear me out, ya little—" Hades was about to lose but chills himself so he can do this without getting mad. "heh-heh. Just- hear me out, okay? Because this conversation will take a minute then I'll be out of your way. We dance, we kiss, we schmooze, we carry on, we go home happy. What d'ya say? Come on."

"Okay, Hades." Said Pinkie Pie. "Even if you're not a dream I'll listen so what's this deal you had in mind? Because this isn't some Halloween prank is it?"

Then Hades scoffed. "Nah! It's not. Okay, let's cut to the chase. I've heard you and your little friends have these mysterious powers that you got."

"Yeah, we sure do they are super-duper fun! " said Pinkie Pie.

"Which is exactly why I got a feelin' that's where you come in?" Said Hades. "I would like to know how'd you got them exactly. You give me the answers about all your powers."

But Pinkie Pie soon starts to get a bit to frighten to hear what Hades is trying to do she is now starting to sense there's the darkness inside of Hades.

"Uh…I don't know." Said Pinkie Pie. "I'm not sure I could give you that story. So what's in it for me?"

"Well that's the thing that I'm gonna offer," said Hades as he put his hands on Pinkie's shoulders. "I'm gonna give you the most talented gift that you can use in the entire cosmos here let me show you."

The Lord of the Dead started to use his powers show Pinkie Pie of his "talented gift" when using his powers while trying to make the deal with her as the gym turns into the underworld and the monster began to appear.

(Land of the Dead by Voltaire)

 **Hades:**

 _A Minotaur's my butler, a Cyclops my valet_

 _A Centaur draws my chariot that takes me down the way_

 _Through a river made of fire to a street that's paved with bones_

 _I got a dozen zombie skeletons to walk me to my throne_

Pinkie Pie watches Hades singing as she became terrified of his powers to show her those illusions.

 _In the Land of the Dead_

 _Heck boy, ain't it grand?_

 _I'm the Overlord of the Underworld_

 _Cause I hold Horror's Hand_

 _In the Land of the Dead_

 _I'm dark side royalty_

 _I'm foreign out in the underground_

 _And you can't take that from me_

But Pinkie shudders her teeth by biting her fingernails in fear Hades is still dancing with the dancing skeletons and accidentally bump into their heads.

 _Whoa! (whoa) Whoa! (whoa) Whoa! (whoa)_

 _Ow! Ow! Ow! Ow! Ow!_

 **Hades:**

"It's clear my reputation precedes me. Anyway."

 _Cerberus my lap dog is loyal as can be_

 _My bed is made of skulls; I'm in the lap of luxury_

 _I've got a Dragon's Blood jacuzzi; the Gorgons think it's cool_

She saw the dragon's blood in the pool but much to her disgust her face turned green she covered her mouth trying to prevent her to throw up.

 _And a seven-headed Hydra livin' in my swimmin' pool_

Hades grapes Pinkie dances with him and the skeletons and monsters for the grand finale of his song.

 _In the Land of the Dead_

 _Heck boy, ain't it grand?_

 _I'm the Overlord of the Underworld_

 _Cause I hold Horror's Hand_

 _In the Land of the Dead_

 _I'm dark side royalty_

 _I'm foreign out in the underground_

 _And you can't take that away from me_

 _No, you can't take that from me_

As he finished singing Hades because to laugh evilly as his illusions disappear as the scene turns back into the Gymnasium.

"Yes! Hades rules!" he shouted and chills himself. "Okay, fine, fine, I'm cool, I'm fine."

Pinkie Pie is still frightened and shocked at his performance until her geo started to glow sensing that there is darkness inside Hades and the God of the Underworld continues speaking.

"So how 'bout it Pinkie Pie you gave details about your powers and your friends' abilities. Yadda-yadda, fine print, boilerplate, boom. Okay? We're done, what d'ya say we shake on it?"

Pinkie looks at his hand ready to shake but she has something to say to him "Uh…thanks for the offer but I'm afraid I'll have to say no."

"Excuse me?" he asked.

"I'm not gonna tell you anything about my powers because I could never trust anyone like you Hades!" said Pinkie Pie.

Hades was getting ready to lose his temper until he heard Sci-Twilight and the girls coming in the Gymnasium.

"Pinkie? Are you okay in there?" Sci-Twilight's voice called out.

"Pinkie Darling, what's going on in there?" Rarity's voice called.

Hades could not be seen from the girls trying to deal with Pinkie Pie so he decided to retreat but before he could vanish into thin air he's going to say one last thing to her.

"Okay, fine have it your way Pink but I must warn you that I will return with my friends. And then I will get you and your little friends too."

So he snaps his finger and the God of the Underworld disappears without a trace or flame behind. But it wasn't too long before Sci-Twilight, Spike, Applejack, Rainbow Dash, Rarity and Fluttershy came in to check on her.

"Pinkie, we heard some noises in here what's going on?" Rainbow Dash asked.

Before she could answer her question she gave Rainbow Dash a big bear hug and busted out to tears.

"Oh I'm so grateful that you all came here!" she cried.

"You alright there sugar cube?" Applejack asked.

"What happened?" Fluttershy asked. "We saw some bright flaming lights coming from the gym."

"You want the long or the short version?" Pinkie Pie asked.

"Short?" said Spike.

Then Pinkie Pie started to explain rather quickly. "I was finishing decorating this place when Hades shows up and tries to make a deal with me about telling him about our magical powers. So I didn't spill the beans and rejected his offer so now he warns me that he'll be back with his friends."

"Hades?" surprised Sci-Twilight.

"Like as in the Lord of the Dead?" Rainbow Dash asked.

"Yeah, that's the one." Pinkie Pie answered.

"Oh dear, that's the exact same thing when Cruella came to my place." Said Rarity.

"Oh no." worried Fluttershy. "What if more villains found out more about us and try to find a way to take our powers?"

"Well let's hope Sunset Shimmer can find some more clues how you girls can defeat them." Said Spike.

"Me too Spike." Said Sci-Twilight.

"Those bad guys are up to something." Said Applejack. "And whatever it is, we're gonna keep on the lookout if any more show up."

"You're right AJ we should watch for any signs of trouble." Rainbow Dash agreed. "In the meantime, I'm gonna go practice for a soccer game that's coming up."

"Can I come too?" Spike asked wagging his tail. "You just to watch you practice and to be on the lookout of course."

"Sure thing Spike." Rainbow Dash replied.

"Oh okay, we'll just get to class and get everything else ready for the party," Sci-Twilight suggested.

"I'll stay here with Pinkie Pie and help her out." Said Rarity. "After hearing what happened to her with Hades. She could use my company after my encounter with Cruella."

"Uh-huh. If you say so." Said Applejack.

Sci-Twilight and the rest of the girls left the Gymnasium leaving Pinkie Pie and Rarity feeling scared and a bit worried about what Cruella and Hades.

* * *

Elsewhere, Sunset Shimmer is sitting in the library looking at the Disney book reading a few stories in hopes of discovering some way of how she and the others can defeat the Disney Villains and what they're up to. But all she found was nothing.

"Ugh!" she groans frustrated slams the Disney book and puts it down on the table and sighed can't figure this out all by herself so she looks at her journal and decides to write Princess Twilight a letter thinking about what to say. Before Sunset can do that she hears the mysterious voice from yesterday.

" _Sunset…Sunset…._ " The voice called

Sunset look around seeing if anybody is calling her. "What was that?"

" _Sunset Shimmer can you hear me?_ " said the voice.

"Yes, but who are you?" she asked still looking around.

" _A friend I've come to help you._ " The voice answered.

Sunset Shimmer looks around trying to find out where the voice is coming from. "Where are you? If you are a friend, come out so I can see it."

" _Gosh,_ _I'm afraid I can't._ " the voice said. " _You see I've come to warn you about Maleficent and the villains coming to your school._ "

This caught Sunset by surprise. "You know about them?!"

" _Yes, so I've gone into hiding so they can't see or hear I can't come out to the opening."_

"Oh okay I understand." sighed Sunset Shimmer. "So, you were trying to warn me about Maleficent and the villains?"

 _"Yes, apparently after hearing what you and your friends were talking about. You were right Maleficent and the Evil Queen did send the Shadow Man to Canterlot High so that he and the others can learn more about you and your friends."_

"Is that's why he came here yesterday?" Said Sunset.

 _"Yup, and that's not all I have a hunch that they're looking for a portal to this magical world called Equestria."_

"I was thinking the same thing." Sunset realized. "Because earlier today Rarity encountered Cruella De Vil and she is trying to convince her with a deal to use her powers. I get the good feeling that the villains wanted our powers for a reason. I tried to find some clues on how we can defeat them but all I have is nothing. So what can I do?"

 _"Hmm, that's the problem only you and your friends can solve. Unless you can tell someone what's going on I'm sure he or she can help you."_

Hearing the advice the voice gave her. Sunset looked at her journal thinking about writing to Princess Twilight Sparkle of Equestria and gave an idea. "Well, perhaps Princess Twilight can help me with is. I know she's busy in Equestria but I get the feeling she needs to know what's going on for the Halloween Party."

 _"Good, you should write her a message and let her know what's going on. Gosh, I wish I could stay and talk but I gotta go."_

"Wait, where you going?" shouted Sunset.

The voice didn't answer it disappeared into thin air.

"Who was that?" she wondered. But she doesn't have time to figure it out she looked at her journal and decided to write Princess Twilight and leaves the library and go somewhere in private unknown to her Jafar saw her leaving the library and follow her.


	7. The Lion, the Witch, and the Sorcerer

mOn the field, Rainbow Dash is practicing for an upcoming soccer game and has Spike as the goalie to catch the balls which it becomes very difficult for a dog to catch.

"Oh man, I thought I was supposed to be on the lookout for any trouble." Said Spike. "But I can see why it becomes so hard for me to do this."

"Ha, yeah sorry about that Spike." Said Rainbow Dash. "I tried to ask Scootaloo for help but it turns out she, Apple Bloom, and Sweetie Belle are busy doing other things for the party. Besides I had to show my team that we're gonna have a good game so you're the only goalie I need for this so think fast!"

Rainbow kicks the ball and hits the net before Spike could catch it then she kicks the second ball and Spike almost had it but the ball was too fast and hits the net again. Then she kicks the last ball but then it hit the net post and it went off balance and it went straight in the bushes.

"Aw shoot!" she shouted. "I missed!"

"Don't worry I'll get it," said Spike.

Spike went into the bushes to get the soccer back but he started to sniff and smells a strange scent he walks and then he notices something big and scary is in the bushes it was a lion.

"AHHH!" Spike screamed and ran out of the bushes and hide behind Rainbow Dash.

"What's wrong Spike?" she asked.

Spike was too afraid to come out from behind her legs he is shaking in fear. "Th-Th-Th-Th-There's something in the bushes!"

Rainbow Dash prepares herself for her karate moves for something to come out. "Who's in there? Come on out of there or you'll regret it!"

Before she could attack Spike answered her question. "It's a lion!"

"A Lion?" said Rainbow Dash in confused and puts her arms down. "That can't be right. Lions only belong in the zoo and in Africa."

"Well there's one now I saw it with my own eyes!" the dog cried.

"Honestly Spike." Rainbow Dash kneeled down to Spike's level and petted him. "I know lions are big and tough and scary predators, but I don't think one lion can escape from a zoo and come to Canterlot High for a bite to eat."

Then they got a surprise when they heard a voice that is now coming from of the bushes. "Oh, surely we lions are not all THAT bad."

Rainbow Dash and Spike notice that the lion was Scar coming out from the bushes and approaches himself to them.

"Of course I could be wrong," Rainbow said looking scared. "Y-Y-Y-Y-You are a lion! And you can talk! Alright! Stay back I' not afraid of you!"

"Now, now, don't be I'm not going to hurt or eat you my dear." Said the lion. "Now come a little closer. I won't bite."

"I'm just gonna go now." Said Spike still afraid of Scar. "Give a holler if you need anything."

Spike gallop away to see Sci-Twilight and the others but Rainbow Dash stayed behind so Scar could have a word with her so she walked up closer to Scar and ask him a couple questions.

"F-F-First of all who are you? And what do you want?"

"Well, I'm formally known as Taka in the past." He introduces himself. "But alas thanks to this injured I got on my eye you see. Everybody calls me Scar."

"Scar?" said Rainbow Dash hearing a familiar name. "You mean you're Scar?"

"Yes, well forgive me for interrupting your practice Miss Rainbow Dash is it?" said Scar.

"Right, so what do you want with me?"

"I just want to have a word with you." Scar said. "I couldn't help but hearing some talk about these magical powers you and your friends just got. So tell me is it true?"

Rainbow Dash scratches the back of her head feeling unsure about what Scar just asked and answered. "Yeah, I guess you could say it."

"Ah, so the tales are true." Said Scar as he walking around Rainbow Dash. "Well, Rainbow Dash I have a business proposition for you."

Rainbow Dash became to hear something that the lion wants from her so she sat down on the benches and began to listen.

(The parody song of the deleted scene from The Lion King "The Madness of King Scar")

 **Scar:**

 _It's tough at the top_

 _I deserve a companion, with loyalty_

 _Who will start my hunting grounds_

 _And you, Rainbow Dash, fit the part!_

 **Rainbow Dash:**

"Excuse me?"

 **Scar:**

 _A king alone is a sad situation indeed_

 _But with your speed_

 _Now that's something..._

 **Rainbow Dash:**

"You can't be serious."

 **Scar:**

"I've never been more serious."

Rainbow Dash began to leave but Scar jumped right in front her just to block her way which makes her afraid and worried about what will happen.

 _Be prepared for a stunning proposal_

 _That power and beauty should bond_

Rainbow began to walk backward and ends up against the wall as Scar walks towards her.

 _Which cannot but fail to ensure cries of hail to_

 _The chief and his consort, the sine qua nonsort_

 _Of forming an alliance of you and me_

 _Will flow through the pride and beyond!_

In fear, Rainbow Dash throws her soccer ball and hit Scar right on the face and he began to chuckle.

"Oh ho, ho, ho, Rainbow, Rainbow, Rainbow, tsk, tsk, tsk, you know have no choice, one way or another I always get what I want. And I choose you to be my loyal companion and we shall rise to greet the dawning of a new era...which lion and humanity come together, in a great and glorious future!"

But Rainbow's geode pendant began to glow and she began to senses there's dark power inside of Scar.

"Okay, now I know you're crazy!" Rainbow Dash snapped. "I'm mean I am awesome but I will never work with such an evil lion like you Scar!"

"Either work for me." Said Scar. "Or see to it that your powers will disappear forever."

"No Scar!" Rainbow Dash yelled. "I get the feeling you are not a very nice lion! I can see your history in your eyes! I know exactly who you are! You're one of Maleficent's trusted friends so you can use my powers for evil well that's not going to happen! Not today! Not tomorrow! Not Ever!"

Scar began to growl angrily after hearing Rainbow Dash rejected his offer.

"Ah, so that's the game, rejection, huh? Refused? Fine, have it your own way. I don't require your respect. But one day or another you will not keep your speed and your magical powers forever!"

With that Scar walk angrily away from the soccer field just as Rainbow Dash shouted angrily at Scar.

"Yeah, well...we'll see about that!"

With Scar out of sight Rainbow Dash pick up her soccer and walk sadly back inside the school a few seconds later Scar kept walking furiously and kick an empty soda can to the street until he heard a familiar.

"Things didn't go too well with Rainbow Dash huh Throw Rug?" Scar turns around and notices Captain Hook was waiting for him at behind the bench seats of the soccer field.

"No." Scar sighed. "What do you want?"

"I've come here to search for this portal that leads us to this Equestria." Said, Hook. "But blast it all! I found nothing so far!"

"Oh do tell." Scar agreed. "I couldn't find anything either. Perhaps you should have to deal with this country girl Applejack."

"Yes, but there's something we must do to this Twilight Sparkle and Sunset Shimmer." Captain Hook though. "But how?"

Just then the Evil Queen Grimhilde approaches to them. "There's no need to worry my friends. Jafar will deal with Sunset Shimmer and while you Captain to deal with Applejack. I had something else in mind for Miss Twilight Sparkle."

The Queen gave an evil grin to them that she has an idea how to deal with Sci-Twilight Sparkle.

* * *

Elsewhere Sunset Shimmer came outside and sat down on the staircase opens up her journal writing a letter to Princess Twilight.

" _Dear Princess Twilight,_

 _How's everything in Equestria? Any cool new magic spells? Well, my friends and I are preparing ourselves for the Halloween Costume Party. But I could really use your help and advice right now. You see we have some strange visitors who come here at CHS I think they call themselves the Disney Villains, even though I still haven't quite wrapped my head around why they are here and what. And now after seeing Dr. Facilier doing his magic performance, hearing that Rarity and Pinkie Pie have their encounters with Cruella De Vil and Hades, I got this bad feeling that these villains are trying to find a way to use our powers for evil or worse they might try to find a way to get to Equestria! Either way, I just wanted to warn you about if this witch Maleficent and the others are trying to invade Equestria please close the portal until I can figure a way to defeat them. But I'm not quite sure how I and my friends can stop them. I know it sounds crazy but when you get this I'm sure you'll understand._

 _Sunset Shimmer."_

Finishing writing Sunset puts her pen down still doesn't know what to do how to stop the villains' plan then she got a surprise.

"Sunset Shimmer, I presume?" said the voice. Sunset gasp closing her journal turns around seeing if there's anybody behind her. But it's not the voice she heard from the library. It's a different one.

"Who's there? Who are you?" Sunset asked.

And then the voice came from the figure who walked out of the shadows it was a man who is tall, dark, well dressed who had a twisted beard.

"Allow me to introduce myself I am Jafar." He said. "You're speechless I see."

"No, just a little surprise that's all." Said Sunset feeling a little nervous.

"Wonderful I do love surprises." Said Jafar. "And I couldn't help noticing that you are writing to someone who is very close to you in this book of yours."

Sunset's geode also glows and it can also sense darkness inside of Jafar as well she held her book away from him and said.

"I don't know what you're talking about."

"Come on now my dear." Said Jafar. "Here's what I can offer if you corporate with me. I will see that you are rewarded."

"Like what?" she asked.

Jafar continued "Well I was I was even an all-powerful immortal genie!...  
Briefly. I can grant you any kind of wish you want unless you can tell me all about your secrets in that book."

Jafar tries to grab the book from Sunset but she grabs his arm to keep it away from him until eyes started to glow starting to see visions of Jafar's past like scene where Jafar send Gazeem in the Cave of Wonders.

 _"Bring me the lamp. The rest of the treasure is yours, but the lamp is mine!"_

 _And then the scene changes into Aladdin exposing Jafar is a threat to Agrabah._

 _"Jafar's been controlling you with this!" said Aladdin hand the staff to the Sultan._

 _"What? Jafar? You, you traitor!" the Sultan shouted_

 _"Your majesty, all of this can be explained." Said Jafar nervously backing away as Jasmine, Aladdin, and the Sultan advance him._

 _"Guards! Guards!"_

 _"Well, that's it." Said, Iago. "We're dead, forget about it. Just dig a grave for both of us. We're dead."_

 _But Jafar sees the lamp in Aladdin's pocket. He makes a move but is grabbed by guards._

 _"Arrest Jafar at once." Ordered the Sultan_

 _"This is not done yet, boy!"_

 _Jafar pulls a vial from his pocket. Aladdin sees this and rushes in to stop him, but he throws the vial to the floor. A large red cloud appears. When it is gone, Jafar disappears._

 _The scene changes into Jafar making his first wish._

 _"Genie, grant me my first wish. I wish to rule on high, AS SULTAN!"_

 _The scene changes into Jafar becomes Sultan._

 _"Finally, you will bow to me!"_

 _"We will never bow to you!" Jasmine refused._

 _"then you will cower before a sorcerer!" Jafar turns to Genie. "Genie, my second wish-I wish to be the most powerful sorcerer in the world!"_

 _The scene changes to Jafar becoming a sorcerer and laughs crazy for his victory ruling Agrabah and the scene changes to Aladdin's battle with Jafar._

 _"Are you afraid to fight me yourself, you cowardly snake?" Aladdin shouted._

 _"A snake, am I?" said Jafar. "Perhaps you'd like to see how snake-like I can be!" He smiles broadly, and Aladdin sees a snake's tongue come out from behind his teeth. He then turns into a giant cobra, and the ring of fire around Aladdin becomes part of the snake encircling him."_

 _The scene changes into Jafar making his last wish to become a powerful Genie and was defeated by Aladdin by trapping him inside the lamp and the scene changes to the forbidden mountains explaining to Jafar, and the other villains about her plan._

 _"My followers of darkness, the time of All Hallow's Eve is drawing near, yet every year we villains have been defeated many times in the past all by ourselves. But to this year, we shall join forces to come together and combine our power to finally conquer All Hallow's Eve."_

As the flashbacks ended Sunset gasped horribly after seeing those visions.

"What is this?" Jafar asked her.

"I know who you are Jafar!" she said in rejection. "And I will never tell you everything that's happened to me in the past!"

"Oh come now my dear, what makes you say that?" Jafar calmed her down.

"Because I know exactly what you, Maleficent and the other villains are planning!" she accused to him. "And your so call deal of yours is not going to happen I will never show you my journal."

Jafar was shocked to knowing that Sunset Shimmer knows too many growls as angrily as Scar.

"You'll regret this Sunset Shimmer! Once I found out more about magical powers you will be nothing, NOTHING! I WILL GET THEM SOMEDAY!"

Jafar uses his staff and disappears leaving Sunset Shimmer feeling upset as well feeling this Halloween will not turn out so well for her and her friends so she decided to put her journal someplace where it's safe and rejoins the others back inside but Jafar saw Sunset walking back inside the school.

"Grrr...if only they give us their powers." He growled.

But suddenly Jafar saw something very strange coming from the Wondercolt statue. It was magical colors flying out of the statue coming from Equestria he grinned thinking that he found just what he was looking for.

"Well, well, well, what do we have heard." He said walking toward the statue as he touched it he could feel the portal coming from inside. "I think I just found what we're looking for."

So Jafar laughed evil that has discovered the way for He, Maleficent and the other villains to invade Equestria.

* * *

After school, Sci-Twilight and the girls soon meet up and soon begin to talk about the villains they encountered.

"What, you saw Scar and Jafar?" Sci-Twilight asked and Sunset and Rainbow Dash nodded "When did that happen?"

Rainbow Dash decided to go first "For me, Spike saw me just practicing for an upcoming soccer game when Scar came out of nowhere and asked of what my power would be meant if I were to give to Scar, but I refused when my powers scenes his dark power, yet I know he got pretty mad when I didn't agree to his deal."

And Sunset gets her turn to tell them what happened. "For me, I was just writing to Princess Twilight about what is going on and about hearing a voice in my head, but then Jafar came from the shadows and asked if I could share my power with him, but like the rest of you I didn't agree to his deal and decided to tell him that he couldn't have it, but he too also gave me the same warning Cruella did to Rarity earlier."

"This really isn't a good thing cause I think, this means the villains are trying to take away our powers and have it to themselves." Said Rarity.

"And to add this in...but in a hunch guess, they'll try to also take control of Equestria to get to Princess Twilight and her friends." Worried Pinkie Pie.

The girls are soon shocked at what Pinkie Pie said and soon to have a bad feeling about it

"Oh dear, that really doesn't sound good at all." Said Fluttershy. "We have to do something to stop them."

"You're right, but how?" asked Applejack.

Then Sci-Twilight suggested, "We should go back to my home right away and work on a plan to stop the villains before their plan begins."

"Twilight's right." Agreed Sunset. "We better get going now and work on the plan before the villains have their on the go."

Soon the girls go to think of what to do for am encounter attack after school, Sci-Twilight soon accidentally bumps into Flash sees him but as she tried to talk to him, Sci-Twilight then noticed Flash getting rude as she spoke to him.

"Sorry about that Flash, didn't mean to bump into you," Sci-Twilight said.

Flash Sentry began to sound rude to Sci-Twilight. "Stop that now!"

Sci-Twilight gets confused and tries talking to Flash again. "Um...maybe we should stop bumping into each other like this."

But Flash began to snap angrily at her. "I said stop it right now,  
your so annoying like a fly buzzing in my ear. Stop get out of my way you geek girl!"

In hearing that, Twilight gets suddenly angry when he told her off like that, it was worse than back at the time when the Dazzlings took over the school and how Flash spoke to Princess Twilight like that and by of that rudeness.

"Geek girl?! How dare you call me that!" she shouted at him. "You...you stupid boy!"

Sci-Twilight tries to not cry as her hand glows in her magic and suddenly smacks Flash on his face hitting him against the locker hard. "How dare you say that to me and to my friends, no wonder why Sunset doesn't hang with you anymore and why you hurt Princess Twilight's feelings. Your such a rude boy to anyone when you talk like that. Come on Spike, we're going home first to calm down."

As Sci-Twilight soon leaves after picking Spike up and giving Flash the cold shoulder in not liking Flash's odd behavior, Sunset and the girls were in shock seeing that but soon notice Flash somehow out of Dr. Faciliar's spell and it was also broken completely by Sci-Twilight's magic.

Flash Sentry moans in a bit of pain shaking his head yet touching his cheek feeling the smack mark from Sci-Twilight's hand. "Ow...what was that and who hit me?" He soon looks up to the girls staring at him "Um...Sunset, did you hit me?"

"It wasn't me or the others..." she said to him feeling a bit surprised at him. "But you rudely said to Twilight she was a geek girl...thus she doesn't like being called that."

"Flash soon looks down feeling a bit embarrassed yet ashamed for calling Sci-Twilight a rude name that he soon is helped up by Fluttershy and rubbing his sore cheek.

"Man..." Flash said feeling bad about what happened. "I didn't mean to call Twilight that, I didn't really know what came to me. All I have known is that after seeing that shadow man guy, I somehow acted like a jerk to everyone around me."

Sunset puts her arm around him reassures him. "Maybe when you see Twilight, you should apologize to her and in front of her too. Cause this will be out of hand like how when the Dazzlings controlled you and the students."

"I think your right, after all." He nodded. "Twilight is our friend and so is her pet dong Spike."

* * *

Meanwhile, outside of the school, Sci-Twilight was slowly calming down and yet in tears for what just happened, she soon feels Spike nuzzle her to comfort his friend.

"I can't believe Flash said that to you and right in front of me and the others." Said Spike in disbelief. "If he ever does it again, then I'll give him a bite on the butt."

"I know...but something could've been right with him." Said Sci-Twilight taking a deep breath. "But I do how things will not become so worse. I just don't like being called names like that...and that really hurt my feelings badly every time I hear that."

Sci-Twilight soon pets Spike sadly but in her way to her home, they both soon noticed an old beggar woman walking by and soon a bright red apple falls out of the basket filled with apples, Sci-Twilight soon goes over and picks up the apple to clean it with her cleaning cloth and speak nicely to the poor beggar woman.

"Excuse me ma'am?" she called. "I think you dropped one of your apples"

Showing the red apple to the old woman who soon turns to look and soon gently takes the apple from Sci-Twilight's hand but what Twilight didn't know that it was really the Evil Queen in disguise.

"Oh, thank you so kind dear child." Said the Witch. "I was afraid that I would lose this apple."

You're welcome, ma'am." Said Sci-Twilight gracefully. But it looks like you're a little lost. Would you like a little company to come with me to my home and have tea outside?"

The old woman soon became delighted by Twilight's offer.

"That shall be a wonderful idea, and if you wish...I can tell you about the apple, my dear, for you see...this is no ordinary apple, this is a magic wishing apple."

"A wishing apple? For the real truth?" Sci-Twilight asked surprisingly.

"Yes my dear," said the old beggar woman. "For this special apple to say, it'll grand anyone's wish. But there must be something, your little heart desires. Perhaps there's someone you love?"

Sci-Twilight did confess her secrets to the disguised Evil Queen. "Well...I do have a crush on a boy named Timber. Yet I also care about my friends from school."

"I thought so, I thought so." The old woman chuckled. "Old granny knows of a young girls heart. If you like, you can keep the apple for free, a special treat from me." She gives Twilight back the red apple as her gift. "Please do hold onto the apple and choose carefully to which wish you would love to desire.

"Thank you very kindly, ma'am." She said kindly and holds onto the apple and soon walks with the old beggar to Sci-Twilight's home, but Spike wasn't sure to like the old woman yet he decided to keep an eye on her.


	8. The Apple and the Sea Witch

Sci-Twilight, Spike, and the disguised Evil Queen arrived at Sci-Twilight's house she let the old woman inside and brought her to living room and place her on the chair and Sci-Twilight went to the kitchen and get the tea set ready while she's waiting the old peddler woman watches her went into the kitchen to fill the kettle with water and prepare the tea to be ready. The evil Queen looks at her sleeping death apple which she held into her hands and prepares her move on Sci-Twilight to hear about her magical secret. But Spike is getting a little unsure of the peddler woman and sense that there's suspicious about her so he went to kitchen and ask her owner about it.

"Twilight, are you sure we should brought her here?" Spike asked. "I mean I know she's an old lady but there's something off about her."

Sci-Twilight was still busy getting the tea ready and said. "What are you talking about Spike? She seems pretty harmless and nice."

"I know." Sighed Spike. "But there's something about her I don't like. She could be one of the you-know-what."

"Spike, let's not jump to any conclusions!" she snapped. "After what happened today! We should just forget about!"

Sci-Twilight grabs tea tray and heads straight to the living room although Twilight begins to think Spike maybe on to something about the old woman when she first saw her. She stared at her really close looking very familiar to her so now Sci-Twilight feels scared at first but takes a deep breath and walk straight to living room and places the tea tray on the table and sit down on the couch so she can have tea with the old woman but Spike stay put watching them having tea and a discussion.

Sci-Twilight pours the tea and hands it to the old lady. "Here you go ma'am."

"Oh thank you my dear." Said the old peddler grabbing the cup and drinks it.

"And here's some water in case you need it." Said Sci-Twilight as she handing the kettle to the old witch.

The Old Peddler grabs the kettle and drinks it to cool it down. "You are so sweet. And because you have been so good to poor old Granny, I must ask you something."

Sci-Twlight drinks her tea and places her cup back on the table feeling curious what the old woman was going to ask her. "Sure, what is it?"

The disguised queen began to speak pretending to be curious with a kind heart. "Well I have rumors that you have these magical abilities. Is this true?"

"Oh um…" Sci-Twilight started feeling a bit nervous on what to say but to answers the question. "Yes it is, these magical abilities, came from the magical place called Equestria. I wanted to do some discoveries and research about it during the Friendship Games, but when my friends and I got them in these geodes from our trip at Camp Everfree."

She shows the old witch her geode pendant much to her interest and continued speaking. "We were meant to have them and these elements shows our personality, Mine is Magic, Applejack's element is Honesty, Rainbow Dash has the element of Loyalty, Rarity holds the element of Generosity, Fluttershy's is Kindness, and Pinkie Pie's element is Laughter. And Sunset Shimmer's element is a complete mystery. And let's just say we've been using our powers for helping a lot of people like our new friend Juniper Montage after what happened to her at the mall. She turns into a terrifying monster and traps me and my friends in that magic mirror of hers. Of course someone named Starlight Glimmer manage to save us by showing her the error of her ways and turns back into her old self."

"That's quite a tale dearie." Said the disguised queen. "But how you were be able to have such power?"

Then Twilight's geode starting to glow and it's sensing that there's darkness and inside the queen which it makes her feel more nervous and scared she begans to ask the old woman. "Can I ask you something? Do you know anything about a couple of people named Dr. Facilier and Maleficent?"

The Queen became shock about what she asked but quickly replied. "Oh I'm sure I have no idea what you're talking about."

So Sci-Twilight began to explain. "Well it's just that my friends and I are worried that bunch of evil group who call themselves the Disney Villains will be coming to our school and spoiled our Halloween party and take over and plotting to invade Equestria if they find the portal to get in. And since today these villains appear in our school began to ask my friends about their powers. And now this isn't right to tell you about this you must be Snow White's wicked stepmother the Evil Queen Grimhilde."

The queen began to chuckle "Well, guess the cats out of the bag, but let me tell you something my dear. Your friends will end up betraying you if something bad will come, just remember this apple will grant you one wish even the thought of light will remain in a person's heart. But if you don't the darkness will still grow stronger in anger and hatred forever."

This starts to make Sci-Twilight into deep thinking about it what she said to her thinking that Midnight Sparkle will soon return to her nightmares so she decides to take the poison apple and keeps it leaving Spike feeling unsure and scared.

"Alright I'll hand on to it for a while." She said to the disguised queen.

"Good." Said the old witch as she got up from the chair preparing to leave. "Thank you so much for the tea my pet but I really must be going."

The Evil Queen grabs the basket and leaves Sci-Twilight's home leaving her looking at the apple thinking about what she said to her and Spike comes out of hiding and tries to help her owner.

"Man, she's awful." He said. "What are you gonna do?"

Sci-Twilight sighed. "I don't know, Spike. I don't know."

Sci-Twilight sat down with legs in her arms and Spike sat beside her trying to his best to comfort her.

"Just forget what that Evil Queen said, I'm sure none of that's going to happen."

"But what if she's right Spike?!" she panic in tears. "What if we never defeat the darkness?! Everyone we know and love will get hurt and betrayed because of me!"

Twilight began to cry and grabs the apple starts running into the forest and Spike chases after her.

"Twilight, wait!" shouted Spike chasing after her.

The old witch watches her running in tears into the forest and laughs manically and transforms back to her old self.

"Now, I shall inform Maleficent that everything is going according to plan." She grinned evilly and walks back to the other villains to make contact with Maleficent.

* * *

Back at CHS, Fluttershy is in the library looking for clues to find a way to break Dr. Facilier's spell like what Twilight did to Flash Sentry so she's starting to write down the song for the band, as she's writing she hears a voice calling to her.

" _Fluttershy…Fluttershy my child."_

Fluttershy gasped and looked around the library. "Oh dear…who-who-who-who's there?"

"Now, now, my child." Said the voice as Fluttershy turns around behind her and sees Ursula the Sea Witch approaching to her. "We mustn't be too shy. It's rude. One MIGHT question your upbringing..."

Fluttershy shakes in fear when she noticed a stranger sneaking up behind her and gasped. "Oh my, you're Ursula the Sea Witch! Where did you come from?"

Ursula chuckled. "I've come here. Because I heard that you and your friends have some magical powers. They are quite fascinating are they?"

"Yes, they are." Fluttershy answered. "My powers can only allow me to talk to animals."

"And it got me thinking." Said the Sea Witch. "If you could tell me some secrets about it. I could help you with that."

"What?" said Fluttershy with a surprised voice. "You want to help me?"

The sea witch, with a creepy smile on her face, turns to Fluttershy.

"My dear, sweet child. That's what I do. It's what I live for. To help a young girl - like yourself."

Ursula walks up to Fluttershy which it makes her feel uncomfortable as she watched her sang her song.

(The song is Poor Unfortunate Souls from The Little Mermaid)

 **Ursula:**

 _I admit that in the past I've been a nasty_

 _They weren't kidding when they called me, well, a witch_

 _But you'll find that nowadays_

 _I've mended all my ways_

 _Repented, seen the light and made a switch_

 _True? Yes._

Fluttershy continues to watch as Ursula using her magic to show her some illusions.

 _And I fortunately know a little magic_

 _It's a talent that I always have possessed_

 _And here lately, please don't laugh_

She brings forth a couple of images of 2 miserable merpeople she used to help in the past.

 _I use it on behalf_

 _Of the miserable, lonely and depressed_

Ursula whispered to Fluttershy's ear.

"Pathetic"

 **Fluttershy:**

"Oh dear."

 **Ursula:**

 _Poor unfortunate souls In pain_

 _In need_

 _This one longing to be thinner_

 _That one wants to get the girl_

 _And do I help them?_

She snaps her fingers and changes the miserable merman into a handsome one and a fat miserable mermaid into a young beauty one.

 _Yes, indeed_

 _Those poor unfortunate souls_

 _So sad_

 _So true_

Unknown to Fluttershy watching Ursula singing Maleficent's raven, Dr. Facilier, and Hades watch from outside the library as the Lord of the dead wonders what she's doing. But the Shadow Man motions him not to interfere as they left the scene and continue their search for the portal.

 _They come flocking to my cauldron_

 _Crying, "Spells, Ursula please!"_

 _And I help them?_

 _Yes, I do_

 _Now it's happened once or twice_

 _Someone couldn't pay the price_

Ursula shows Fluttershy what happens her costumers couldn't pay her any money. She transform the two merfolk into sea polyps. And snaps her.

 _And I'm afraid I had to rake 'em 'cross the coals_

Ursula snaps her fingers to make her illusions disappear.

 _Yes, I've had the odd complaint_

 _But on the whole I've been a saint_

 _To those poor unfortunate souls_

After signing, Ursula walks up to Fluttershy as she put her arm and tentacle around her which it makes her startled.

"So Fluttershy, have we got a deal?" the Sea Witch asked.

"I don't know." Said Fluttershy feeling unsure about this. "I'm not too sure that my friends would like this if I tell them about it."

"That's right." Said Ursula in realization "But…they can trust you."

Ursula chuckled as she continue speaking to her. "Life's full of tough choices, innit? Oh - and there is one more thing. We haven't discussed the subject of payment."

"Oh my" Fluttershy gasped. "I don't have any money to give you."

"Oh I'm not asking much." Ursula shushes her with her tentacle. "Just a token, really, a trifle. You'll never even miss it. What I want from you is...your secrets of your powers."

"You mean tell everything about my powers?" Fluttershy asked nervously.

Ursula smiled deviously. "You've got it, sweetcakes."

But then Fluttershy's geode pendant starting to glow making her sense that there's darkness inside Ursula. So she took a deep breath and gave in the courage and to give the sea witch her answer.

"No." Fluttershy said.

Ursula was surprised and asked. "What?"

"I said no." Fluttershy replied. "You may not believe this but I think you were trying to do the same trick to me like what you did to Ariel."

"Oh come now my dear." Said Ursula. "Surely I won't do the same thing but I'll give a choice either you're with me or against me."

With that Ursula uses magic to create an explosion to in magical colors and continues singing.

 **Ursula:**

 _Come on, you poor unfortunate soul_

 _Go ahead!_

 _Make your choice!_

 _I'm a very busy woman_

 _And I haven't got all day_

Fluttershy walked away from Ursula to look at another book to find a way to break the spell she picks and opens

 _It won't cost much_

 _Just your secrets!_

Ursula pops out the book and made Fluttershy shriek in fear and runs away but the sea witch wraps around Fluttershy with her tentacle to prevent her from leaving the library.

 _You poor unfortunate soul_

 _It's sad_

 _But true_

Ursula puts her arm around Fluttershy as she removes her tentacle from her.

 _If you want to cross a bridge, my sweet_

 _You've got to pay the toll_

Ursula reveals a contract.

 _Take a gulp and take a breath_

 _And go ahead and sign the scroll!_

A pen appears in front of Fluttershy.

Ursula whispers to herself.

"Yes, Now I've got her!"

 _The boss is on a roll_

 _This poor unfortunate soul._

As she finish her song Ursula spins around and uses her magic and disappears into thin air leaving behind the scroll and pen but not long before Sunset Shimmer called out to Fluttershy.

"Fluttershy!" Sunset called out as she came into the library as Fluttershy looked behind feeling relieved to see a familiar face. "What's going on in here?"

Fluttershy shook herself in fear and explained everything to Sunset.

"Oh, I came into the library to find a way to break the Shadow Man's spell but then, that wicked sea witch Ursula came in and she want me to tell her about my powers and all she left behind is this."

Fluttershy is shows Sunset the scroll of the contract and reads it and became surprised on what it had said.

"Oh no, we have to warn the girls about this!" Sunset said in fear.

She grabbed Fluttershy's hand and ran out of the library to tell their friends what happened.

* * *

In the science classroom Applejack is trying some kind of special effects for the show, Applejack knew this Halloween show will be the best ever for the school until she hears someone coming into the room as it was Captain Hook. Applejack is then in shock seeing Captain Hook come in with a sly look on his face.

"What in tarnation? Captain Hook? What are you doing here?" Asked Applejack as she stood against the wall.

"Now little one, do not fear of little old Captian Hook. I have come to have a perposal to you, a kind of trade if you will." Replied Captain Hook as he bows to Applejack while tipping his hat to her.

Applejack was still unsure of this as she had a bad feeling while hiding her geode before it glows in her hands sensing the darkness from Hook.

"You see me dear, I have overheard that your and your lacky's have special talents of this...magic of yours. Yet it be hard to believe unless I see it myself. So if you be so kind to show me your ability, then I shall believe you and let you be." Captain Hook said as he had the shine of his hook hold Applejack's hand to give it a kiss.

Applejack felt a little nervous but had to be honest of not telling her abilities to Hook.

"I'm sorry ya'll, but I cannot tell you about our powers. And that be the honest truth." Applejack said. While she starts to walk away from Hook but the captain didn't want her to leave the room.

"Now now lassie, there's no need to be in a rush, you can have the time to tell me everything. And nothing shall interrupt us." Hook then said as stopped Applejack in her tracks.

Applejack tried to find another way out of this mess as she backs against a table that soon starts a small ticking clock. This soon made Captain Hook feel a little nervous in the sudden of the tick-tic sound.

"W-What is that sound? Oh...I do hope it isn't who I think it is." Hook said feeling his legs shaking from the sound.

Applejack soon remembers that Captain Hook was afraid of the crocodile named Tic-Toc Croc from the story and decided to play along.

"I think you should get going now before your little friend finds you in here. I can certainly hear the ticking getting closer." Applejack said pretending to hear Tic-Toc Croc outside of the classroom.

Captain Hook grew more nervous and soon became angry to make a sudden retreat saying to Applejack pointing his hook at her,

"You may be lucky this time, but I will you for this Miss Aplejack, if it's the last thing I do! I shall return to get you!"

Applejack saw the captain go and gone out of the room, but knew to be on a look out for what Captain Hook said, yet she couldn't help but smile to giggle a bit.

"Well I'll be, Hook's really scared by the ticking of clocks, just like in the story of Peter Pan. Guess I better tell the girls about this when they get back. But I wonder where Twilight could be, hope she's okay?" Applejack said as she was wondering about the others and where Sci-Twilight be. So he decided to finish the special effects first then go search for her friends.

* * *

Meanwhile, Sci-Twilight and Spike were somewhere deep in the schools forest as Twilight sat down on the log in tears falling down into the lake and wipes them off her face as she is looking at the apple from the old woman from earlier in wondering what her wish will be...but before she was about to make the choice, Sci-Twilight soon begins a voice that sounded like her...in which she soon begins to realize it was none other than her dark self-Midnight Sparkle

"Twilight..." said the voice of Midnight Sparkle. "Twilight Sparkle...I know you can hear my voice."

"What the...Midnight Sparkle?" said Sci-Twilight in shock to see an old foe returns. "You can't come back to me, I was able to get rid of you."

"True..." said Midnight Sparkle. "But I have to come and warn you. The villains will come and take away your friends, and once they do...your friends will forever be trapped in hatred and dispare if you were the only one left yet to also be betrayed by your dear friends. Take my words of advice and prepare yourself for this battle or soon you will completely lose everything you hold so dear to you."

Sci-Twilight soon completely gets shocked of hearing this and soon becomes now worried about her friends as Midnight Sparkle soon fades to rest deeply inside Sci-Twilight again.

"No...this can't be." Sci-Twilight said in disbelieved. "She can't be right. Is she?

But Spike reassures her as he nuzzled on her leg. "Twilight that won't happened at all, what if Midnight Sparkle could be wrong about this."

Sci-Twilight didn't want to believe in Midnight Sparkle but what she says is true she stands up and said to her dog in coruge.

"But if we don't hurry back to the others, then they'll end up captured by the villains like what Midnight said. We have to go to them now!"

Sci-Twilight soon holds Spike close after putting her apple back in her bag and hurries back to the school hoping it won't be too late to get to her friends.


	9. The Power of Illusions

Sci-Twilight and Spike hurrying themselves back to Canterlot High just as Sunset Shimmer was exiting the school she saw her best friend coming back.

"Twilight!" Sunset cried and gave her an embraced hug. "I was about to come look for you at home!"

"Well, I did went home." Said Sci-Twilight. "But we had a mysterious encounter with The Evil Queen disguised as an old hag on the way."

"What?!" shouted Sunset.

Sci-Twilight began to explain. "It happened while Spike and I are heading straight home when we saw this old peddler woman walking alone. She look like she was lost but she gave this apple."

Sci-Twilight grabs the apple out of her bag and showed it to her friends.

"This apple can grant me any wish if I take one bite. But I didn't tell about our powers but she told me that if our friends will end up betraying me if something bad happen."

Sunset placed her hands on her shoulders and reassures her. "Twilight, that's nonsense talk. We're not going to betray you nobody is."

"That's what I told her." Said Spike. "But where are the others?"

"They're inside." Sunset answered. "You're not going to believe what happened Fluttershy ran into Ursula the Sea Witch in the library and she gave her this."

Sunset Shimmer show Sci-Twilight and Spike Ursula's contract scroll and reads it and became so shocked in fear.

"What?!" Sci-Twilight cried. "Fluttershy, would never agree to this! What'll we do?"

"I don't know." Sunset replied. "But I think we need to head back inside and tell them the news!"

Sunset and Sci-Twilight ran back inside but before Spike follow them he saw the Evil Queen in her true form walking around the corner of the school and decided to follow her to find out what she's up to. So he tried to be careful making sure she doesn't see her so he hide in the bushes and saw Jafar, Cruella, Hades, Ursula, Captain Hook, Scar, and Dr. Facilier appeared with her as well.

"Whoa." Spike whispered. "These must be those bad guys the girls are talking about. So they're real?"

Jafar uses his snake staff to open the portal to let Maleficent appeared in Canterlot High. The villains began their report.

"Greetings my loyal allies." Said Maleficent. "Do you have anything to report?"

Hades decided to speak first. "Well, funny story Maleficent. We tried to convince these girls to tell us about their powers and their magic. So we try to make some deals with him. But it turns out it didn't turn out the way we hoped."

"What?!" scowled Maleficent sensing that they have failed her.

"Those scurvy brats know exactly who we are!" said Captain Hook. "They denied our offers!"

"However." Said Jafar. "I managed to discover something interesting."

The other villains turn to Jafar while Spike listened very carefully as the sorcerer continued speaking.

"After my meeting with Sunset Shimmer didn't go quite what I expected. I did found something magical when I came across their so called "Wondercolt" Statue when I touched it. I sense that this could be the portal that'll lead us straight to Equestria."

Spike gasped as his eyes went wide of surprise "He what?!" he whispered.

"You found the portal?!" Dr. Facilier asked.

"I certainly did." Jafar grinned. "This could be the one we're looking for."

"But how can you be so certain that this statue could be the one we're searching for?" Cruella asked.

"Hey who cares about that?" said Hades. "If what Jafy says is true then it'll be a great opportunity for us to invade Equestria once we take control of both this School and that world as well!"

Spike is now worried about this whole thing as continue to listen their conversation.

"Now, hold a second there my friends." Dr. Facilier interrupted. "We have to do something about those girls they might interfere with our plan."

"That's right." Ursula realized. "They're smarter than we thought."

Scar growled. "We cannot have the Rainbooms get into our way!"

"Fear not my friends." Said Queen Grimhilde. "After my meeting with Twilight Sparkle. I have left behind a poison apple which it holds a sleeping death. True she discovers my disguise. But she holds on to it until she makes her decision. Once she takes one bite out of it her eyes will close forever."

"Hmm…sounds interesting." Said Maleficent as Spike worries about the apple he remembered.

"Yes I also left behind the contract for Fluttershy to sign." Chuckled Usrula. "But their lives full tough choices ain't it?"

"Bah, our only concern is that those girls could get into our way." Said Jafar. "But how are we going to make them accept our deals?!"

"Why are you asking us matey?!" shouted Captain Hook. "You're a powerful sorcerer. Can't you use your snake staff to hypnotize them!?"

"I would!" Jafar argued. "But it'll be a waste of time to hypnotize all of them!"

"Enough!" Maleficent shouted with a thunder sound which it scared Spike. "I have a better way to make certain that those girls don't ruin our plan."

Jafar and other villains listen to Malenficent as she explains to her allies about her new plan as well Spike as listen very carefully.

"I will cast a dark powerful spell which will create the power of illusions that will trick those wretched girls so that they shall give up their magic. And then you Dr. Facilier will see to it to capture their magic with Grimhilde's box."

The Evil Queen give the Shadow Man back his box so that he will begin his new mission and laugh evily.

"NOW! We're cooking!" Facilier shouted. "We're gonna grab ourselves some MAGIC!"

"Yes." Scar grinned. "There's no time to waste we got a lot of work to do."

"No doubt Sunset and Twilight are already looking for their friends." Cruella De Vil agreed.

"Oh no, I knew something bad is going to happen." Spike feared. "I gotta warn Twilight and the others."

Spike quietly ran back inside CHS to find Twilight and Sunset making sure the villains didn't hear him leaving. As Maleficent begins her Power of Illusions spell.

"A storm of illusions shall be their tomb, born through the skies of a fog of doom. With the elements of harmony in our position, none but I shall hold their power forever in our keep to control the entire school."

Maleficent's uses her magical staff to create a dark green mist and sends it all around Canterlot High which it now effects all the students.

* * *

Elsewhere in the Music hall The Rainbooms are discussing about their encounters with the Disney Villains especially and Twilight, Fluttershy, and Applejack's encounters with The Evil Queen, Ursula, and Captain Hook. Twilight finished her story about what happen when she came back home.

"That's how it all happened." Said Sci-Twilight as she showed the poison apple to her friends. "All she left behind for me is this apple."

"Oh dear." Shuddered Fluttershy. "That's the same what happen to me when Ursula lend me her contract."

Now the girls are completely worried and are trying to figure out their next move.

"What are we gonna do y'all?" Applejack asked.

"I don't know what those villains want with us or what's going on." Said Rainbow Dash. "But we need to find a way to stop them from spoiling our Halloween fun and keep them away from the portal to Equestria."

"I am absolutely with you Rainbow Dash." Agreed Rarity. "But how are we going to do that? They can be anywhere."

Pinkie Pie dressed up as Sherlock Holmes jumps out of nowhere and said. "We should start searching for clues. Ask everyone if they see anything suspicious. Or find some evidence. Or-"

"Or you can tell me where this Dr. Facilier is!" Trixie interrupted as she barged in the music room asking the girls about Dr. Facilier's whereabouts

"What do you want, Trixie?" Rainbow asked. "We're kinda in a middle of a conversation."

"The Great and Powerful Trixie is going to be the most popular magician in Canterlot High. And since this Facilier person has arrived I am going to learn a lot from him!"

Twilight and the girls are surprised and worried that Trixie is still under his spell.

"Well you're wasting your time Trixie we haven't seen him all day." said Rarity.

"Why would you want to learn magic tricks from him?" Sunset asked.

Trixie answered. "That's only for me to know. And you never to find out. Let's just say I am amazed by his magic show and I want to be as good as him."

"Well now." said Applejack. "I seriously doubt that you're taking some voodoo lessons from him!"

"Oh we'll see about that!" said Trixie. "Now the Great and Powerful Trixie is off to continue his search for Dr. Facilier!"

Trixie threw a powder bomb and disappeared in a puff of blue smoke. The Rainbooms all coughed as the smoke diminished.

Pinkie Pie gasped. "She's gone!….Oh, wait. There she is."

Trixie was hiding behind the door before zipping away like a Looney Toon. Leaving the girls feeling worried about Trixie.

"I got a bad feeling that Trixie is putting herself in the wrong side." Said Sci-Twilight.

"Me too." Said Sunset Shimmer. "We better go after her and make sure she's okay."

Rainbow Dash suggested. "Alright, we'll stay here just in case these baddies shows up again."

Sunset and Twilght left go find Trixie just before the green mist gets in the music hall.

* * *

Elsewhere Trixie was running so fast until she bump into the Shadow Man and fell on the floor.

"Ouch, that must've been hurt." She moaned.

"Are you perhaps looking for me?" said Dr. Facilier.

Trixie looked up and sees Dr. Facilier standing right in front of her. Trixie didn't know what to say to him.

"I most certainly am!" said Trixie as she got up. "The Great and Powerful Trixie is very amazed by your performance you made at the cafeteria yesterday. And wishes to learn what I need to know from you. So I can as great as poweful as you!"

Dr. Facilier was very surprised to hear what Trixie has to say although he started to laugh at her much to Trixie's dismay.

"You want me to teach you about voodoo magic? Ha, Ha, Ha, Ha! Now that's the most ridiculous thing I ever heard. Why do you want to learn everything from me?"

Trixie replied. "Because none of the other students here in Canterlot High think I'm the most great and powerful especially Sunset Shimmer and the Rainbooms. Well I am going to change all of it!"

Facilier began to device a plan to use Trixie to get the girls' magical powers so Maleficent could get everything ready for tonight's Halloween.

"Is that so?" he said. "Very well I shall teach you what you need to know about voodoo magic. But under one condition."

Trixie asked. "What's that?"

"I want you to keep an eye on Sunset Shimmer and those friends of hers for me. Because I'm afraid that they might be up to something."

The Shadow Man walks up to her giving her some tricky advice as he wraps his arm around him.

"Besides. You and I both know being the Great and Powerful in this world ain't just magic. It's MONEY! Buckets of it."

"I guess that's true." said Trixie. "But money isn't everything you know. I wanted to be the most popluar and talented girl in Canterlot High and I shall not be denied by everyone!"

"Well I'm really starting to like someone like you!" The Shadow Man said with an impression voice.

(the song is Friends of the Other Side from The Princess and the Frog)

 **Dr. Facilier:**

 _You want voodoo magic? I'm your man!_

 _You're in my world now, not your world  
And I got friends on the other side_

 **Voodoo Spirits:**  
 _He's got friends on the other side_

Trixie hears an echo around the halls and looks around finding where it's coming from.

 **Trixie:**

"Um, what was that?"

 **Dr. Facilier:**  
"That's an echo Trixie. _  
_Just a little something I brought with me.  
A little parlor trick. Don't worry." _  
_

Facilier wraps his arm around Trixie again and takes her to a dark classroom where he puts his voodoo stuff is. He pushes her in and door the shuts with the snap of his fingers the lights came on and Trixie became surprised.

 _Sit down at my table  
Put your mind at ease  
If you wish to learn from me and do  
Anything I please_

Facilier dance walked Trixie to his table and placed her on the seat of the chair and watched him singing and dancing as his shadow gives him a high five. He dance around room as his shadow changes into a snake as continues singing.

 _I can read your future  
I can change it 'round some, too  
I'll look deep into your heart and soul_  
( _You do have a soul, don't you?_ )  
 _Make your wildest dreams come true_

He shows Trixie his voodoo dolls and the rubber chicken. He opens the box of the fire face and quickly closes it and throws it away as he takes his seat.

 _I got voodoo, I got hoodoo,  
I got things I ain't even tried  
And I got friends on the other side_

 **Voodoo Spirits:**  
 _He's got friends on the other side_

Trixie heard the echo again and looks around saw nothing but tiki heads and Facilier shows Trixie the cards and gaves them to her.

 **Dr. Facilier:**  
 _The cards, the cards, the cards will tell_  
 _The past, the present, and the future as well_  
 _The cards, the cards, just take three_  
 _Take a little trip into your future with me_

Trixie takes three cards from Facilier's hand and places them on the table and the Shadow Man demastrate Trixie by showing the first card about her past.

 **Dr. Facilier:**

 _Now, you my dear, are trying to be the most talented_

 _And you ended up as an illusionest in Canterlot High_

 **Dr. Facilier:**

"I'm an illusionest myself back in my day."

Then Facilier reveals his second card which it shows Trixie's present day in Canterlot High.

 **Dr. Facilier:**

 _You try to get all the fame_

 _But some students didn't show._

 _You need to pratice some magic tricks to get their attention_

Facilier looks at the cards and drawn his attention to Trixie.

"Trying to learn everything from your Dad. Huh Trixie?" Facilier asked.

"Eh, a little he does all the magic peformances he's a great magician." Trixie answered.

Faciler sneaks up behind her chair and reveals the future card of Trixie becoming a famous magician.

 **Dr. Facilier:**

 _But in your future, for you I see_

 _Is exactly the magician you always wanted to be_

Trixie is excited and amazed by the future card she saw although in order to make it happened and learn everything from Facilier. She has to do that assignment for him. But she's thinking about a lot of choices.

"My that's a lot Dr. Facilier. But...I don't know what I should do." She said thinking about it.

"Come on now darling." Facilier said. "Aren't you tired of being an illusionest? While Sunset Shimmer and those so called friends get all the attention and glory?"

Trixie thinking about what he said is right although Trixie admits she is jealous of The Rainbooms doing all the exciting stuff at Canterlot High so she finally spoke up.

"Yes, YES I AM!"

"Well all you got to do is keep an eye on those girls for me. And I will show all about my voodoo lessons." said the Shadow Man and shows her the Evil Queen's box to her. "But to make sure if they something powerful. I want you to put it in this."

Facilier gave Trixie a sinister grin and lends it to her and asked. "So, we got ourselves a deal?"

Trixie thought about this really hard but she decided to gave it a shot as she grabs the box out of his hands and began to finish his song.

 **Dr Facilier:**

 _Yes..._

 _Are you ready?_

the Shadow Man summons his Friends on the Other Side again to gave Trixie her first lesson as the voodoo dolls, and masks appeared behind her.

 **Voodoo Spirits:**

 _Are you ready?_

 **Dr. Facilier:**

 _Are you ready?_

 _First Lesson Central_

 **Voodoo Spirits:**

 _First Lesson Central_

Facilier puts on his skeleton head mask and hypnotizes Trixie with his magic.

 **Dr. Facilier:**

 _Your first lesson!_

 **Voodoo Spirits:**

Your first Lesson!

 **Dr. Facilier:**

 _Your first voodoo lesson!_

The voodoo dolls dance around the room while Trixie's eyes are mesmerized by Facilier's magical eyes and masks.

 _Can you feel it?_

 _You're learning, you're learning,_

 _You're learning all right_

 _I hope you're satisfied_

 _But if you ain't, don't blame me_

 _You can blame my friends on the other side_

 _Ha, ha, ha_

Facilier finishes off by dancing around laugh manically and after that and slides the stage and the and the lights go out with the hush.

* * *

Later in Sunset Shimmer and Twilight are searching for Trixie after what happened a few minutes ago. But Spike manage to caught up with them.

"Twilight, Sunset!" He shouted.

They turned around and they saw him coming to them Twilight kneeled down to her dog and asked him a question.

"Spike, where have you been?"

He ran so fast he took a few breaths and said. "Maleficent! Villains! Green Mist! Trouble!"

Twilight and Sunset looked at each other and back to Spike with raised eyebrows. "Uh, could you be quite clear on what you ment?" Sunset asked.

Spike took a deep breath and gave tells them the story. "I saw Maleficent! She's here! She's casting a magic spell called the Power of Illusions and it's going to give the Shadow Man all of your powers!"

"Wait, what?!" Sunset said with complete shock.

"Power of Illusions?" Twilight said. "Spike, there's no such magic spell that could create that."

"Well how do you explain that?!" Spike pointed the dark green mist around coming from the halls and notice the students are acting strange all around like they are fighting and such at that.

"Okay I think you have a point Spike." said Twilight.

"But wait." Sunset realized. "What if...The Girls!"

Twilight, Sunset, and Spike rushed back to the music room to see if the dark mist didn't effect the rest of their friends.

* * *

Back in the music room, Maleficent was in the room in creating the illusions in showing the girls in what they the out was real of each one double crossing themselves with agreeing to the villains, as her Raven smiles in seeing this, Maleficent then hear footsteps coming as she notice Sunset, Sci-Twilight and Spike coming. She soon has a soft soil smile seeing the progress in work and fully complete.

"Soon their powers will stolen away as the mist will lift up their powers to the box. Once of that I'll go for Sunset Shimmer and Twilight to collect their powers for my own use to conquer the school with the help of the rest of the villains. Soon we shall have the school and Equestrian to ourselves and no one shall ever stop us!" Maleficent said in to soon laugh and vanish away just as Sunset Shimmer, Spike and Twilight came into the room to see their friends suddenly starting to get angry at each other.

"I can't believe in any of what your telling me ya'll. Give it up, Rainbow Dash. You've been tryin' at this for hours. It's not gonna work that you double-crossed us!." Applejack started in seeing that Rainbow Dash agreed with Scar to give her tips of her powers.

"Hey! If you wanna tell me of why Captain Hook was happy to see your super strength for how you all cryptic about it." Rainbow Dash shouted in thinking Captain Hook made the deal with Applejack in giving her powers to him.

"Hey I don't think it be true! Your the liar!" Shouted Applejack in her reply.

"What the...what's happening to the others?" Sunset Shimmer saw of this in shock.

"How could you Fluttershy dear, you and Pinkie Pie agreeing to Hades and Ursula in sharing the info of your powers to them, and I thought we are friends!" Rarity said in anger and sadness build in her voice.

"Us? Hey your the one who got carried away with the jewels Cruella De Vil shown you so you had agreed to her deal! Your the trailer to us more then Applejack and Rainbow Dash together!" Pinkie Pie shouted in anger with a angry look on her face.

"That I agree with that but I am not the traitor!" Fluttershy said in being upset and shedding tears.

"What?! I'm just trying to make sure OUR band didn't go lying behind MY back!" Rainbow Dash in said in raising her voice in anger.

"Liar liar pants on fire!" Pinkie Pie said in mocking Rainbow Dash making Rainbow Dash clutch her fists.

"It might've been your idea to agree with this, but that doesn't give YOU the right to befriend villains!" Applejack then interrupted Pinkie Pie to give her the look of not trusting any of the girls.

"Well then if you all gonna be like that then I wish I never asked any of you to be in my friendhsip!" Rainbow Dash admitted to the girls.

"I wish I'd never agreed to be in it!" Rarity then said in raising her voice.

"Me neither!" Pinkie Pie, Applejack and Fluttershy then said raising their voice in anger too to Rainbow Dash.

As Rainbow Dash, Applejack, Fluttershy, Rarity and Pinkie Pie kept on their arguing, Sunset Shimmer, Spike and Sci-Twilight became more horrified of witnessing this and in feeling scared. Soon Sci-Twilgiht remembered what the evil queen said of losing her friends into this state, made her heart break she was afraid to admit of the truth, but as she was afraid to get involved of this, she started to run away out of the school crying, leaving Sunset Shimmer with the girls.

"Twilight wait! Quick Spike, hurry and go after Twilight!" Sunset said in feeling more worried than ever.

Spike nods and hurries after Sci-Twilgiht. But as Sunset Shimmer turned to try to talk to the girls, she saw the green mist from before carrying the girls powers and in making Sunset Shimmer realize that Maleficent's spell really got to them...now she felt like hope is lost and can hear Maleficent's evil laughter echo through her mind and ears.

* * *

Later on Sunset Shimmer walks in the hallway looking for her friends until she saw Trixie and Dr. Facilier walking out of Principal Celestia's office and heading straight in the hall. Sunset glared at him and she is ready to confront him until she hids herself to overhear the Shadow Man's discussion with Trixie.

"Well done my newest pupil." said Dr. Facilier. "Now we got their magical powers. Which means Twilight and Sunset Shimmer are the only ones left. Now go I have some unfinished businuess to attened to.

"Yes Dr. Facilier." said Trixie in a mesmerized voice.

Trixie began to walk away and didn't notice that Sunset Shimmer was hiding. With her gone Sunset sees Facilier and heading straight in the hall. She began to follow him to confront him not long after when the Shadow Man arrived at the Gymnasium door only to be confronted by Sunset Shimmer leaning against the wall, her arms crossed and her face partly covered by a shadow. She stood before them, her cyan eyes glaring.

"So, you got everything ready for Halloween?" Sunset asked giving him the angry glare. "Because, I know exactly who you are, Shadow Man!"

Dr. Facilier became a shocking surprise as she reveals his true identity. But for a short second watch as Sunset continued speaking. "You and your friends are never gonna get away with this."

Dr. Facilier smiled evilly and said. "Why? Because you didn't?"

Sunset remained silent. Just what was this man is trying to say? Dr. Facilier walked around her slowly, like a shark circling it's pray, waiting for the right moment to attack. "Oh, I know all about you, Sunset Shimmer. You once have the reputation here in Canterlot High before the Fall Formal."

"I've changed! I'm in a much better place now!" Sunset exclaimed in defense.

Dr. Facilier continues to circle around Sunset Shimmer with a sly smirk on his face, trying to get into her emotions

"Is that so child?" he chuckled. "Well then...you probably think you and friends will actually succeed into chasing us all back to where we came from?" Sunset is in a stark surprise and remain silent while the Shadow Man keeps circling around her as see continues talking to her. "But your wrong my dear, as you can remember...I got friends on the other side who help me but I can also make dreams come true. Let's see if we can get a better look at you to see why you changed."

He soon grabs one of his cards and sprinkles a little of his magic powder on his card to then blow the powder at Sunset to cause her to have a kind of nightmare of her past.

Sunset starts to get nervous of seeing her memories and in seeing herself getting turned into her monsterious form back when Princess Twilight came to the school. Poor Sunset began to go into a scared panic crying out to her friends as the nightmare was about to get stronger and her monster form soon was trying to grab a hold of Sunset letting her suddenly scream in a burst out of sadness and fears...before the nightmarish memory completely disappeared. Sunset soon looks around to see everything back to normal and the doctor still standing as his place now amazed of what he saw he chuckled evily and looks at her.

"Well well...so that be why you changed, but my dear..." he lifted her chin up to look at him with tears in her eyes as he smiled devilsly. "Darkness in people's hearts never disappear forever, it remains in the memories of those who want to forget about it completely...and you are one of those that are just so sweet to watch memories like that grab you tight in where your dark intity lies deep in you."

Sunset slaps his hand off her chin and shouted. "No...your wrong, it's never coming back and you can trick me into whatever your planning!" She drys her tears off her face and goes back to her brave face against Dr. Facilier again. "I'm going to stop you and there's nothing you and the villains can do to stop me and my friends."

She began to ran off to be alone as the Shadow Man watched her leave with a sinister grin.

"Oh we will stop you and my dear friend Maleficent...has a very special surprise for you all." He laughed evilly as he takes his leave inside the the Gymnasium.

* * *

Sunset Shimmer began to ran as fast she could but the mist began to make her hear the echoes of the Disney Villains laughing and are starting to haunt her in her mind and ears she looked around to see where they are but they are nowhere to be found. So she ran away on top of the stairs and the mist is every single place in Canterlot High so ran on top of the roof and shuts the door and made sure the mist doesn't get in.

She sighed in relief but soon began to realize that the Shadow Man was right she has no way to stop Maleficent and the other villains. She soon feels conerne about the others and hoping that a miracle would've come in wondering of what answers there are to be found with her arms crossed her legs and her chin on her knees.

"I wish I could help the others..." Sunset said. "But I think it'll be to one at each or stop the villains. If only I known what to do, but I can't do this alone..."

Soon Sunset looks to the sky and into singing a song that shows her concern for everyone and their fate.

(Parody of Sally's Song preformed Amy Lee)

 **Sunset Shimmer:**

 _I sense there's something in the wind_

 _That feels like tragedy's at hand_

 _And though I'd like to stand by them_

 _Can't shake this feeling that I have_

 _The worst is just around the bend_

She gets up and walks around the clock tower.

 _And do they notice my feelings for them?_

 _And will they see how much they mean to me?_

 _I think it's not to be_

She looks at her reflection in the glass as her friends appear in the glass with her reflection before vanishing.

 _What will become of my dear friends_

 _Where will our actions lead us then?_

She walks at the edge of roof watching the sun began to set and looks up at the clouds shaping up like her and her friends.

 _Although I'd like to join the crowd_

 _In their enthusiastic cloud_

 _Try as I may, it doesn't last_

 _And will we ever end up together?_

 _Oh ooh_

She remembers the flashbacks of the good times of they have with the Musical Showcase, the Friendship Games, and the stuff happened at Camp Everfree facing The Dazzlings, Midnight Sparkle, Gia Everfree, and Juniper Montage, and the time she convince Wallflower Blush to stop using the memory stone and Sunset sacrifice herself to save her friends' memories of high school and destroyed the memory stone.

 _And will we ever end up together?_

 _No, I think not, it's never to become_

 _For I am not the one_

She soon began to shedding in tears the wind blows in flowing across her hair and soon feeling a light in her cutie mark so she can hear the mysterious voice from before speaking to her.

 _"Sunset, don't feel sad. You still have your powers to show you what's true and what is not true. For that, your element is finally born, for you Sunset Shimmer are the newborn Element of Forgiveness. And with your powers, you can still help everyone fight the villains with the rest of the elements. I know you can do it, cause I believe in you and your friends. After all...even if I'm not here, you and I are real pals."_

"The Element of Forgiveness?" Sunset asked and relize that the voice in her head was right this is no time for her call it quits so she got up on her feet and said. "You're right! It's not true! Even if we have the magic of friendship inside we can still beat the villains and save this school and Equestria! I gotta go find Twilight and tell her! I owe you one whoever you are! I won't forget this!"

Sunset ran back down stairs and to reach out her friends and break Maleficent's power of illusions spell and find Twilight.


	10. Breaking the Spell & Apologizing

Sunset raced downstairs and return to the music hall and see that her friends are still arguing by Maleficent's green mist and she put a stop to this.

"Girls, stop!" Sunset shouted as she barged in through the doors. "You have to stop! This isn't like all of you!"

"And where have you been, darling?" Rarity asked.

"You betrayed us by making a deal with Jafar!" Rainbow Dash accused.

Sunset Shimmer was shocked. "What?! No, it's not like that! You are all in some kind of magic spell that makes you think you made deals with the villains!"

"Ha! Unlikely story!" Pinkie Pie said.

"But I'm telling you the truth if you don't think I am then looking at the mist around you!" Sunset said in pointing to the mist, as the girls did, Sunset suddenly began to see a vision of the villains in a dark and shadowy castle area as Maleficent was holding the Evil Queen's box smiling in an evil grin.

"This power...the power of their elements are now all ours to claim. Now that the girls are under my spell in blaming each other, none of them shall use their powers ever again." Maleficent said in looking at the other villains.

"Yes, we villains rule!" Hades shouted in getting covered in his own fire.

"But this still leaves us with Sunset and Twilight...the two of them not be under the spell as we think." Dr. Facilier said in remembering the other two.

"Excuse me?" Hades asked in his fire starting to vanish.

"As to tell...Sunset and Twilight are the only two we missed. And if the spell didn't reach to them, then it would seem that not all of the elements can be claimed by us." The doctor then explains in recalling to see Sunset in the hall before taking his leave with Trixie.

"This could lead to a problem and that will very displease Maleficent." Jafar then added in seeing the problem in hand.

"Now dear friends, do not lose your temper yet. For in that my mist shall continue to get the elements from the girls before it will claim Sunset and Twilight. Soon we shall begin our plan in having the school to ourselves." Maleficent said in remaining calm and in a good mood.

"Looks like you know something will turn the tables on the girls do you, darling," Cruella said in an evil smile as well.

"Yes I do, and besides...we have still just begun to capture their power, soon we shall take the lives of all the student section no the school and control them as they shall become our army to rule their world before taking control of Equestria." Replied Maleficent.

"Well then Maleficent, let's turn up the heat and to add in our fun to the students," Ursula said while beginning to laugh in holding her shell building up Maleficent's power to allow her to prepare another spell on the school.

Soon Hades and Jafar begin to do the same as soon all of the villains so were laughing evilly. As the vision ended, Sunset was shocked by this and covers her mouth.

"Oh no...this is worse then I think, but I notice me and Twilight are not affected but... Hold on, where is Twilight!?" Sunset shouted in realizing Sci-Twilight was completely gone and looks around to hope she was alright while remaining in the music room, but to suddenly see the door close loudly and trapping the girls inside.

"No! They trapped us all in!" Sunset then said starting to feel scared while the other girls heard her in shock while they all shouted at the same time.

"What?! The doors locked?!" Sunset tried to open the door soon to see the girls about to argue again of all what's going on beside of Maleficent's green mist affecting them, while in wishing Sci-Twilight was with her to get them out, Sunset didn't know was that Sci-Twilight was heading to the forest holding Sleeping Death apple in hand and Spike was trying to catch up to her.

* * *

Meanwhile, Dr. Facilier is busy tutoring Trixie with voodoo magic even though he is impressed with the lessons she's still under his control with a sinister grin.

"You have done well Trixie these are very good indeed you have become a natural," Facilier said in impression voice.

"Thank you Dr. Facilier I can assure you I will be as great as powerful as you are!" Trixie.

"Yes I can imagine." he grinned. "Now allow me to show me to show you how to bring these voodoo dolls to life for your next lesson."

Facilier chuckled and looks at the Evil Queen's box reaching for his goal.

* * *

Later while the sun is setting Spike is still looking for Twilight in the forest but he could hear her crying he ran further and further to find her.

Elsewhere Sci-Twilight is in tears. She soon removed her glasses to try drying her tears as she cries.

"I can't believe it, there were now possessed by MMaleficent'sspell and never knowing about it. Plus...me, Spike and Sunset were too late to warn them before it happened. Maybe...maybe Midnight Sparkle was right from the start that I would lose my friends if the villains have their plans already starting...I don't know what to do now." Sci-Twilight said in a saddling tone in voice while sniffing soon as she was then walking into the forest, she then pulls out the apple the evil queen gave her and remembered her words of the apple as her voice echoed in her mind.

Sci-Twilight then began to look around her and in seeing the sunset knowing there wasn't enough time to go back, so she went deeper through the forest and began soon feel her inner self-touching her hands as she begins to stop and look back to the school...hopefully lighten her hopes back up again and in knowing what wish she had in mind while holding the apple in her hands.

 _Sci-Twilight:_

I _t used to be so simple_

 _It was a world I understood_

 _I didn't know what I didn't know_

 _And life seemed pretty good_

 _But now the darkness rises_

 _From somewhere deep inside of me_

 _Her power overtakes me_

 _Can I keep this midnight from getting free?_

 _If I can stay with the light_

 _I know I'll be free_

 _And I can start to behold_

 _I can start to be me_

 _But instead, I, am struggling with all that I see_

 _And these friends mustn't see the midnight in me_

 _The midnight in me!_

 _They mustn't see the midnight in me_

Twilight still was thinking of what her old other half said about her friends betraying her for thinking they join the villains and for that Twilight will end up forgotten forever, but that was completely a lie to have Twilight believe in that case. But in staring at the apple, she soon sadly removes her glasses to dry her tears and place them back on soon in standing up and by this chance for her hopes in saving her friends. Her choice was to wish on the apple in the only hope of returning her friends their powers and returning Twilight's own powers back.

"I know this is a wrong mistake and decision...but this might be able to help my friends," she said.

Soon Twilight closes her eyes while a tear starts to form in and Twilight sadly makes her wish to the sleeping death apple.

"I wish...I wish with my heart that Maleficent's spell for taking my friends magic and mine were free and that there were returned to us. I also wish to NEVER let Midnight Sparkle come back to me and I will be there to help my friends but if we don't do something, knowing that...everyone I know in Cantorlot High will become servants to the Disney villains, but I know that my friends and I can stop them because...I AM Twilight Sparkle, and the magic I carry within me is...the magic of friendship."

Soon Twilight's tear drops onto the apple just as she bites into it. Spike caught up just in time but in seeing this, he saw Twilight suddenly feeling strange as her breath grows still and her blood gone chilled. Soon as Twilight falls to the ground, she was in the sleeping death and the apple rolls near Spike.

"Oh no, Twilight!" Spike worried.

Spike runs over to Twilight and starts to whine in fear, she saw her lying down on the ground he ran over to her trying to wake Twilight by licking her cheek and nuzzling her too.

"Twilight, Twilight please wake up! Wake up please!" Spike shouted but Twilight didn't respond.

Spike tried to then pull on Sci-Twilight's arm to try to get her up, but she couldn't budge, this soon made Spike even more worried when he almost trips on the sleeping death apple that Sci-Twilight took a bite out of.

"Oh no, she didn't..!" He said afraid to take a look and was in shock to see where the teeth marks bit through. "She did! This is awfully major bad news. I gotta tell Sunset and get someone to help me free the others from the spell."

Spike soon reached into Sci-Twilight's bag in getting a lunch bag zipper and placing the sleeping death apple in it and in zipping it closed to carry the apple in the bag in his mouth and hurrying to the school before turning back to look at the sleeping Sci-Twilight.

"Hang on Twilight, I'll be back with the girls! Just don't die on us." Spike said in then heading back to Canterlot High to get Sunset Shimmer and the human mane 5. But as Spike didn't notice was that Sci-Twilight's wish had a light mist surround itself into a ball before the mist flown towards to first where the box of trapped magic is.

* * *

But while the mist was in freeing the trapped magic, Sci-Twilight awakes in a black void where she then looks around seeing nothing but blackness around her.  
"W-Where am I? And how did I end up in here?" Sci-Twilight asked in standing herself up but even though there was no floor, she can feel on the ground of the void. Soon she then hears a familiar laugh sounding like her, but she then looks to see a grey misty cloud in seeing Midnight Sparkle coming to her but the void begins to show an open field that looked like Equestria yet the sky was in an orange color and the wind was blowing a little.

"I didn't think you end up eating the sleeping death Apple just like that, that sure was very risky. But hey...you did it to save your friends, or so you think." Midnight Sparkle started to say in a tone that made a person feel trickery in their voice. But Sci-Twilight didn't care about that, she soon crosses her arms and in standing up to her ego.

"You're wrong, my friends did not betray me, the villains made us all think it was true. In fact, I think you're trying to make me go back to you!" Sci-Twilight said in seeing this before. Midnight Sparkle soon started to clutch her fists but remained calm in front of Sci-Twilight.

"Don't start with me, you will soon become me again and I will fight you in order to defeat the villains for my freedom!" Shouted Midnight Sparkle, but just as she attacked, Sci-Twilight dodges and forms to her pony hero form and began to use her magic to bounce back the attacks while also flying in the air.

"You don't know of how much power the villains are making by taking the magic from my friends by filling their minds but illusions, I know cause Sunset, Spike and I saw it with our eyes. You cannot escape from this place cause I don't want to go back as you!" Sci-Twilight then said as she and Midnight Sparkle were about to give their best attack to strike onto each other. As both, their powers hit in the center, a huge wave of their bounced them to each side of their corner. As the dust clears, both girls soon get up and started to catch their breath.

"It seems we both are in an impasse...and strong to that. But will never stop me from getting you for my own!" Midnight Sparkle said in anger but soon sees Sci-Twilight placing her hand on her chest where her heart is and slowly walking over to Midnight Sparkle.

"It's true we both are in an impasse and strong but yet your wrong. I didn't wish to lose my friends again like the many times before, cause without the magic of friendship then everything in balance will not survive and be lost...just like how I lost control of the magic because of you. But if you stop and look around them. You'll see what your doing is the mistake that the history you change can make. Please Midnight Sparkle, don't do this again cause it isn't right. Trust me...we both will find another way." Sci-Twilight said while walking to Midnight Sparkle in watching her fall to her knees and trying to listen.

But Sci-Twilight soon then notice Midnight Sparkle looking down not showing her face but to softly start...sobbing in sadness and her glowing eyes start to fade to normal like Sci-Twilight's eyes for in finally seeing the light in Midnight Sparkle.

"I know I you feel but taking on the villains on yourself isn't a good idea, my friends and I always defeat forces of evil together, and so...I like you to feel the same as I do...but not like this. As a new you is finally blooming to the truth, just take me the hand. I'll show you a better way of how our magic can save the world and our friends." Sci-Twilight said to offer her left hand to Midnight Sparkle as she first tries to not do so...but in seeing her sadness getting stronger she then stands up and soon gives her own left hand to Sci-Twilight before sadly smiling and a burst of pure light circles around Midnight Sparkle to suddenly transform her to a new form.

Sci-Twilight watched while holding Midnight Sparkles hand to see her transform into a new look that made her wear a beautiful purple and light blue dress with stars and sparkles all over and in wearing long leg sandals and her wings changed into more angel like then demon-swan like, her dance in light purple marks forming like a mask and with a straight unicorn horn and her hair in no ponytail and let down waving like a oceans wave and her heart was no longer darkened as night and cold. This new form of Midnight Sparkle was now a daydream form known as Dreamlight Sparkle.

"If you are sure...then I believe your right, I was always forgotten by you and yet I wanted to be remembered and never to be left alone here in this void. So if your telling me this truth then let me help you like this, not only you have saved my life from our darkness but you also showed me that your wisdom is more improved then before by your magic. I thank you Twilight, so now...let us save our friends to be one for this time and maybe forever for all of our friends." Dreamlight Sparkle said in a now calm but happy and caring voice as she was finally redeemed by Sci-Twilight's magic and the strong on of her love for her friends.

* * *

Sci-Twilight smiled to then nod as she and Dreamlight Sparkle hugged each other soon to then feel their power becoming one. Outside the void Sci-Twilight was dreaming in, the powers of Sci-Twilight's magic and her wish were able to free the captured magic from the box and as the mist then enters the school's classroom were Applejack, Rainbow Dash, Fluttershy, Rarity and Pinkie Pie were about to argue much more, a huge light burst hits the girls and the green mist was gone completely returning the girls to normal and in leaving Sunset Shimmer in shock of seeing this.

"Guys! Are you all alright?" Sunset asked in hoping the girls would answer.

"Man...what happened, and what are we arguing about?" Rainbow Dash asked in feeling dizzy along with the girls as they chatted the same thing but in looking to each other confused.

Sunset sighed in relief seeing that the spell was gone and she then began to explain of what was really going on. "Maleficent and the villains made you into the illusions of letting you think you agreed to the villains' deals, I was trying to tell you guys that yet you ignored me when you were arguing about the fake."

But as she then finished, all the girls soon look down to feel ashamed of having the spell get them like that.

"Creepy apple, I didn't know that the spell made us see fake illusions of us with the villains. I feel so ashamed of myself. I'm so sorry everyone." Pinkie Pie said in looking sad and to look at everyone beside her.

"We're sorry too Pinkie Pie. Let's not let that happened again." Applejack said on getting the girls in a group hug as they also say their sorry's too.

But as they soon let go, they then realize that the door was still locked and they soon hurry to try to unlock it.

"Oh shoot, hurry girls, let's get out of here and go find Twilight. She just ran off while seeing you guys arguing." Sunset said in now worrying about Sci-Twilight of her running away earlier.

But as the girls try to get the door opened, they couldn't and fall to the floor until they hear a knock and seeing the door open with Spike standing out.

"Spike, your okay!" Sunset said before hugging him.

"Sorry if I didn't get here sooner, I had to find somebody who wasn't under Dr. Facilier's spell to help me get you out." Spike replied in seeing the girls alright and soon DJ Pon3 soon peeks into the room still wearing her headphones.

"Why didn't she listen to the villains?" Sunset asked in confusion but soon to hear Spike reply to her.

"Never takes off her headphones."

DJ Pon3 smiles to give a thumbs up. Soon the girls get back onto their feet.

"Come on ya'll, let's go find Twilight and fast." Applejack said in feeling the excitement to go find Sci-Twilight.

"Um...about that...I think she did something that she shouldn't do for us." Spike said soon to let DJ Pon3 show the bitten sleeping apple in the zip bag to the girls, and the girls all had fear in their eyes as they all shouted "Oh no!"

* * *

The girls hurry with Spike and DJ Pon3 to where Sci-Twilight is. Once they arrive, they all saw her still in death sleep and untouched.

"Oh, no...poor Twilight. She must of ate the apple in saving us...and yet we were too late to save her." Rarity said in feeling very sad and nearly crying.

"There's gotta be a way to wake her up. And sadly Timber isn't here to help cause I heard from the Snow White and the Seven Dwarfs story, true loves kiss can break the spell." Sunset said in concern hoping to find a way to wake Sci-Twilight. As the girls were thinking of a answer, Fluttershy soon saw the geodes glowing along with Sci-Twilight's as something was happening.

"Um, girls? I think our geodes are glowing. Do you think we can use our powers to awake Twilight?" Fluttershy then asked as the girls saw their geodes glow too.

"You know, that's a very good idea. Let's try it and see. Let's hope it'll work." Pinkie Pie said in thinking the same thing.

Soon the girls formed a circle around Sci-Twilight holding each other's hands while DJ Pon3 and Spike stood back watching from a distance. As the geodes glow more brother then before, a rainbow forming from the geodes began to flow around the girls and surrounding Sci-Twilight as their powers seem to be working.

Soon Sci-Twilight began to lift herself by the rainbows help and first started coughing out the piece she bit from the apple as it lands on the ground, soon by her geodes light, it soon surrounds her as the magic of friendship was making Sci-Twilight finally awake as the spell from the sleeping death apple was completely broken. Soon the rainbow flies up to the sky and creates a rain-boom that speeded its magic across the area. Sci-Twilight soon lands gently on the ground on her feet and she starts to then yawn with a stretch.

"Mmm...what...what happened? And why is everyone all here?" Sci-Twilight asked in looking around and cleaning her glass. Soon the girls and Spike went to hug Sci-Twilight happy to see her awake.

"We're so sorry we were late sugar cube, the villains tried to put a number on us all by Maleficent's spell. Anyway, your safe and still kicking, I'm so happy to see you awake again, you really worried us sick like a mother hen worrying for her chicks." Applejack said in hugging Sci-Twilight smiling and with tears of joy in her eyes.

"I'm glad to see you all too. I'm just glad your not arguing anymore because would be an awful nightmare for us all." Sci-Twilight said feel now safe and happy again.

"I agree, now come on girls, let's all get the school ready for Halloween and think of a way to defeat the villains, and DJ Pon3 can help us with the music choices." Sunset then said holding Sci-Twilight's hand as all of the girls with Spike and DJ Pon3 headed back to the school to get the Halloween dance ready but as they were heading back, they also knew the villains will be shocked of seeing the elements and the powers completely gone from the Evil Queen's box.

* * *

Elsewhere Dr. Facilier sense there's something's wrong he went to the Evil Queen's box to check on it he open it and looked inside and it was empty.

"What?! NO!" he shouted making Trixie feeling curious.

"Uh, something wrong?" Trixie asked.

The Shadow Man looked at her and said in a calm voice. "No, nothing my dear. Excuse me I have some important matter to attend to."

Facilier leaves his room in the flash and leaving Trixie confused. Now the Shadow Man is feeling angry seeing the box empty and the elements have escaped he was alone in the hallway.

"How did the elements ever escaped!?" he growled.

The Shadow Man look behind him and notice Maleficent has appeared with the other villains.

"Friends!" he greeted with a nervous smile.

"Something went wrong Doctor?" Maleficent asked.

"No! Nothing's wrong at all!" he answered. "In fact, there's just a minor set back about the Girls' magical powers and the elements."

"What?" The Evil Queen said in a angry tone voice.

"Well, the elements somehow manage to escape!" Facilier confessed.

"WHAT?!" Jafar shouted.

"Impossible!" Maleficent feared. "How could the magic escaped?!" Maleficent wondered about the possible ways but then she looked down at the bitten poison apple and realizes who bit it and became extremely disappointed. "It must be her."

"Twilight Sparke!" The Evil Queen growls. "She did this! Well since she ate the poison apple it's no matter she's in a sleeping death. Just like my stepdaughter."

"I wouldn't count on it." Maleficent said to the Queen. "Her friends somehow must've waken her up. With their own magic of friendship."

Hades is really ticked off and exploded himself with anger and rage with his fiery flames. "We were so close! So close. We tripped the finish line. Why? because that little Twilight, has to go all noble."

"Blast those scurvy brats!" Captain Hook shouted. "They shall not interfere with our master plan!"

"Enough!" Scar shouted. "Maleficent, what shall we do now?"

"Let them have their Halloween fun." Maleficent said while she turn to her allies. "We'll let them their Hallow's Eve celebration here and when they preform on stage we'll get them a surprise they shall never forget once we take over this school on the stroke of midnight we shall lead our army to the portal to the world of Equestria!"

"Yes, now nothing can stop us to achieve our goal!" Cruella agreed.

"Well, it's time for us to take the matter into our own hands and tentacles!" Ursula said. "Equestria will be ours! And then we'll make them writhe. We'll see them wriggles like worms on hooks!"

All the villains laugh evilly and cackling and our to prepare their move on The Rainbooms and their invasion in Equestria.


	11. The Party and It's Our School Now

Moments later at the auditorium the girls made it back and they are about to get ready for their biggest night of the year.

"Alright, the sun setting and we got time in our hands!" Sunset Shimmer said with determination.

"Now that's the kinda can-do spirit I'm lookin' for this Halloween!" Applejack shouted.

"Let's do it girls!" said Twilight as she put her hand for her friends to put things together with teamwork.

"Yee-haw!" Applejack shouted and puts her hand on Twilight's.

"Absolutely!" Rarity said her hand on AJ and Twilight's.

"Rock on!" Rainbow Dash said.

"Yes, indeedily!" Pinkie Pie said.

"Yaaay!" Fluttershy whispered.

Sunset Shimmer also puts her hand on the circle of friendship and declared all for one and one for all and raise their hands up for a circle overheard shot. The girls powered up they're geodes to get everything ready as quickly as possible. Sci-Twilight levitate all the streamers above. Applejack uses her strength to carry the heavy. Rainbow Dash uses her speed to help Twilight with decorations bats and ghosts. Pinkie Pie brought all the candy and food. While Flutteshy, Rarity, Sunset Shimmer and Spike paint all the Halloween themes and make Jack-O-Lanterns on the pumpkins. But none of the girls knew that they were being watched by Dr. Facilier and Cruella De Vil with an angry glares on their faces.

 _You worry too much_

 _You make yourself sad_

 _You can't change fate_

 _But don't feel so bad_

 _Enjoy it while you can_

 _It's just like the weather_

 _So quit complaining brother_

 _No one lives forever_

With the auditorium all decorated and everything all set for the party the girls headed over to the Carousel Boutique to get their costumes. Unbeknownst Maleficent's Raven follows them.

 _Let's have a party there's a full moon in the sky_

 _It's the hour of the wolf and I don't want to' die_

At the Carousel Boutique. Rarity immediately pulled out a clothing rank, already with their Disney costumes. The Girls are indeed impressed on Rarity's design of their costumes. Fluttershy takes a look at the Princess Aurora costume for her sizes. And Pinkie Pie checks out her costume of Honey Lemon from Big Hero 6 and is very hyped to put it on. Rainbow Dash on the other hand looks at her costume of Simba feels very amused with it she glares angrily at Rarity but she shrugged innocently but Dash decided to give it a try since Rarity promised her to let her be Judy Hopps next year.

 _I'm so happy_

 _Dancing while the Grim Reaper_

 _Cuts cuts cuts but he can't get me_

 _I'm clever as can be_

 _And I'm very quick_

 _But don't forget_

 _We've only got so many tricks_

 _No one lives forever_

Twilight and Sunset Shimmer look at their Snow White and Princess Jasmine and they are absolutely perfect. The girls went into their dressing rooms and got their costumes on and they are all set for tonight's Halloween Party. And they look at Spike and puts him on his Simba cub costume. Maleficent's Raven is watching them and decided to inform her mistress and the other villains that they're coming to the party.

 _You think you've got it rough_

 _What about your darling doggie_

 _Ten short years_

 _And he's getting old and groggy_

 _I don't think it's very fair_

 _Cold Chop Low_

 _But it's all relative my friend cause_

 _No one lives forever_

A few minutes later, Maleficent's raven return to inform her mistress that the Human Mane Seven are busy getting ready for tonight and goes off to tell the villains that they should be ready their plan is in motion.

 _Let's have a party there's a full moon in the sky_

 _It's the hour of the wolf and I don't want to' die_

The sun has set and the moon is full and the girls spend some spare time going across the neighborhood going Trick-or-Treating until they're candy bags got full. After they're done Trick-or-Treating they reached Canterlot High for their biggest night of the year so they came in to the auditorium and it's full with people in they're costumes. Much to their excitement they walked in to enjoy their fun.

 _I'm so happy_

 _Dancing while the Grim Reaper_

 _Cuts cuts cuts but he can't get me_

 _I'm clever as can be_

 _And I'm very quick_

 _But don't forget_

 _We've only got so many tricks_

 _No one lives forever_

Everyone around Canterlot High are enjoying the party with them dancing with the band playing Halloween music on stage, playing games, bobbing for apples, drinking and having food and candy. Sunset Shimmer, Sci-Twilight, Spike, Rainbow Dash, and Fluttershy are also dancing on the dance floor having a great time while the music is playing. But they notice that Dr. Facilier and the other villains are not around which makes Twilight wondered and worried about their next move.

"Anybody see Dr. Facilier or the villains?" Twilight asked.

"Maybe they were too embarrassed to show! They might've let us have the best night of our lives." Rainbow Dash said.

"Maybe..." Sci-Twilight worried.

Meanwhile, Pinkie, Applejack, and Rarity are busy eating candy and food and drinking their drinks Applejack on the other hand trying to straighten her Peter Pan costume up even though she is impress the way Rarity made it.

"Hmm. Told you you'd like it." said Rarity with impression.

"It's alright... I guess." said Applejack trying to be honest and cool and asked her best friend. "I do get to keep it after the party though, right?"

Rarity nodded and the others are done eating and return to the dance floor with their friends.

* * *

Elsewhere the hallways Snips and Snails are preparing for their nasty Halloween trick with water balloons until they saw Maleficent walking past them they hide the water balloon try to act normally. Maleficent walked past them and didn't even notice them which it leaves them very suspicious.

"She looks different in that costume." Snails said.

"Yeah, she looks taller." said Snips.

* * *

 _Cause_

 _No one, no one, no one..._

 _No one lives forever!_

As soon as the song ends everybody claps for their enjoyable evening and Principal Celestia in her Fairy Godmother costume comes up to the stage and announces the next performance to the students.

"First off, I wanna say how wonderful everything looks tonight. Thank you all for coming for our very special for our Halloween party! And now, without further ado, I'd like to announce our next song preformed by The Rainbooms!"

Everyone clap when the certain opens to the Rainbooms. Backstage Dr. Facilier and Jafar look behind seeing the Rainbooms are getting ready to preform.

"There they are time to put our plan into action." said Dr. Faciler with an evil grin.

"Yes time to give them something special for Halloween." Jafar grinned and he turn to Captain Hook to give him the signal.

Captain Hook saws Jafar's signal and sends the signal to Cruella De Vil and Cruella is at the power switch and she gives him a thumbs up ready for action.

Back on Stage Sci-Twilight begins to speak to the audience.

"Happy Halloween everyone! We shall gave you this special song we shall never forget tonight!"

Cruella De Vil starts to turn off the power and said "Lights out!"

All the lights went off leaving the room pitch black and everyone gasped with confusion and worry.

"Hey, what happen to the lights?" Rainbow Dash asked.

"The power must've gone out." Applejack said.

"Oh I'm scared of the dark." Fluttershy said in a frightening voice.

"Alright everyone calm down!" Sunset Shimmer said. "I'm sure there is a good expla-"

Before Sunset Shimmer can finish her sentence the wind came through bursting the doors wide open Twilight and her friends along saw the wind came in the school out of nowhere leaving them really confused until a flash of a lightning bolt strikes down the floor and flames appear.

Rarity gasped and see what's coming in the party. "Oh, my goodness!" The green flames form themselves into Maleficent who made a quite surprising appearance to the students and the lights came back on.

"Trick or Treat." Maleficent said with the greeting.

"Is that..." Sci Twilight said with a shocking surprise.

"It is Maleficent!" Sunset Shimmer confirmed.

"That's Maleficent?" Applejack asked in a confusing way by Maleficent's appearance. "Am I goin' crazy, or did she appeared in the fire?"

"Freaky-deaky!" Pinkie Pie said.

Maleficent walks up to the stage and confronts the Rainbooms. "Well...this is a pleasant surprise." She said with a sinister smile. "I have come here join the celebration, and lo! I meet these girls!"

Maleficent laugh eviliy with amusement with even the girls are still confused on what she just said. The evil continues speaking. "I really felt quite impressed by receiving an invitation."

"Hang on. Who invited you to come here?" Sunset Shimmer asked.

"I did." said Dr. Facilier who appeared from the shadows behind the girls.

"Uh... you?" Pinkie Pie asked in surprise but she notice the girls are looking at her thinking she forgot that this was his scheme. "Oh right, sorry."

"Yes, indeed. Maleficent and I thought we can give you a magical performance during your song." Dr. Facilier said with the tip of his hat.

"Huh?" the girls said in unison until they heard another voice coming from behind them.

"Right he is ladies." Jafar said as the girls looked behind them. " It's Halloween, you know… and with just the right touch!"

"Which it was given by my permission by the way." Principal Celestia said as she and Luna appeared with them by the way.

"They thought you all should preform with Facilier's friends together." said Vice Principal Luna.

The Rainbooms are now shock on those words the Principals said to them Sunset Shimmer couldn't take it anymore.

"Okay. One – they are not in the band!" she snapped. "And two – we are not performing with them!"

"And you know what? I get the feeling that you two are not the real Principal Celestia and Vice Principal Luna at all!" Twilight said.

"So where are the real ones?" Applejack asked. "Y'all better tell us what'd ya do with them!"

"Why, we've only begun to heat things up." Maleficent said. "Let's show them just how spirited and all Hallow's Eve celebration can really be!"

Maleficent cackled evilly and uses her staff to cast dark magic all CHS by creating a thunder storm outside turning this school into her domain and every student are now in trap in chains which it makes Sci-Twilight and her friends very afraid and scared and the villains began to sing their song with Jafar on the spotlight.

(The song is It's Our House Now! from Mickey's House of Villains)

 **Jafar:**  
 _This could be quite the place_

Cruella and the Evil Queen appear from behind Rarity and Spike.

 **Cruella De Vil:**  
 _Full of wholesome, happy faces_

Ursula came out of nowhere and right behind Fluttershy.

 **Ursula:**  
 _Hanging out_

Captain Hook and Scar also appeared behind Applejack and Rainbow Dash

 **Captain Hook:**  
 _Feeling fine_

Hades lastly appeared behind Pinkie Pie and she gasped with horror.

 **Hades:**  
 _Where everyone's a friend of mine_

 **Cruella De Vil:**  
 _Inside this evil joint_

 **Captain Hook:**  
 _Every guest gets to the point_

 **Jafar, Captain Hook, Cruella, and Hades:**  
 _This day will live in infamy_

Maleficent and Jafar used their maigc to summon their army of various Disney Villains come to CHS the Hitch-Hiking Ghosts, all of Captain Hook's pirate crew, the Fates, Pain and Panic, Scar's hyenas, and Facilier's Friends on the Other Side.

 **Ursula:**  
 _CHS is history_

Ursula laughed while the Hitch-Hiking Ghosts and all the bats flying all across the gym and school is now becoming they're evil villains' lair and the girls continue to watch in horror.

 **The Disney Villains:**  
 _It's our house now_  
 _It's our house now_

 **Hitch-Hiking Ghosts:**  
 _It's the fact you can't ignore_

 **The Disney Villains:**  
 _Shut the windows, lock the doors_  
 _It's our house now_

 **Hook's Pirates:**  
 _Raise your mugs, you thieves and thugs_

 **The Fates:**  
 _Join the rabble-rousing crowd_

 **The Disney Villains:**  
 _It's our house now_

Spike jumped seeing to Siamese cats named Si and Am sneaking up behind him.

 **Si & Am**  
 _All the coolest cats fit in so perfectly_

 **Maleficent:**  
 _Every evil queen gets due respect_

"Oh boy." said Applejack with worry. Sci-Twilight became more scared when she notice Scar walked up closer to her.

 **Scar:**  
 _You'll forget your troubles, put your trust in me_

 **The Evil Queen:**  
 _You had your fun_

Facilier's Shadow minions grab the shadows of Sunset Shimmer and her friends and Spike the dog and carried them out of the gym as they scream in terror.

 **The Disney Villains:**  
 _You made your play_  
 _But you Rainbooms had your day_  
 _It's our house now_

The girls get carried and past Pain and Panic, Dr, Facilier, Scar, and some other villains partying at the gym.

 **Pain & Panic: **  
_Down and dirty_

 **The Disney Villains:**  
 _It's our house now_

 **Hook's Pirates:**  
 _Me hearty_

Hades uses his flams to help Hook's crew toasting bread.

 **Hades:**  
 _What a place for breaking bread_

The Fates circle around the Cutie Mark Crusaders until the Queen of Hearts cuts off their heads.

 **The Disney Villains:**  
 _Eat your neighbors_

 **Queen of Hearts:**  
 _Off with their heads_

All the villains form a party chain and dance around while Sunset Shimmer and the girls are thrown out of the gym they try to run back in but they were halted by Maleficent's goons and Hook's pirates.

 **The Disney Villains:**  
 _It's our house now_  
 _What a party_  
 _Join the fun with no regrets_  
 _Only greedy, dirty deeds are allowed_

 **Cruella De Vil:**  
 _Get those puppies_

 **Captain Hook:**  
 _Game over, Twilight_

 **Ursula:**  
 _Hit the road, Sunset_

 **Jafar:**  
 _Take a hike, chickies_

 **The Disney Villains:**  
 _It's our house now_  
 _Don't bother coming back_  
 _It's our house now_

With that the villains finished their singing and Dr. Facilier shut the doors and lock the Rainbooms out of the gym and they laughed evilly now they are taking over the school.

"Well it seems this school is now officially ours." Scar grinned.

"Yes, and with the those pesky girls out of the way we can now gain control of Equestria!" Maleficent said.

"Now that Canterlot High is our domain. Things are going to be a little different." Jafar.

"Indeed, now let's go take over this school and plan our invasion to Equestria." said The Evil Queen.

"Great, Because there's a world of Equestria there for us with, hey, our names on it." Hades said. "So much for the preliminaries, and now on to the main event!"

"Yes that's the spirit with all the students trap in chains no one can stop us now!" Maleficent laughed

* * *

Hours later after the girls gotten kicked out of the gym, Rainbow Dash became very angry and clutching her fists.

"I can't believe it, the villains kicked us out and now are gonna take over the school. We can't let them do this!" Rainbow Dash yelled in feeling anger.

"Rainbow Dash, calm down. We still have our magic and our elements. We will not let them get away with this." Applejack reminded Rainbow Dash as the girls all dusted themselves and in knowing the same thing.

"Oh, why do these kinds of things always happen to us?" Fluttershy asked.

"But how, we got no way to get back in since the villains locked the doors and trapped the students and both the principles inside." Sci-Twilight asked in soon looking concerned a little.

But while the girls were puzzled of this, they soon hear muffling and banging coming from the principles office.

"What's that? And where is it coming from?" Fluttershy asked in hearing the banging. Spike soon follows the sounds going to the office and soon to sniff at the closet door.

"Hey guys, there's some people inside the closet." Spike said as he pointed to the door as the muffling sounded again. Sci-Twilight soon uses her geode to unlock the door and as she opened the door, she and the others were shocked to see Principle Celestia and vice principle Luna trapped and tided up with gags covering their mouths.

In a few minutes, both the principles were untied and freed while dusting themselves.

"Thank goodness you found us. My sister and I were trying to call out for help but unfortunately...no one could've heard us.." Principle Celestia said in feeling relieved.

"Why in the world were you in here in the closet? We thought you were at the stage in costumes?" Pinkie Pie asked feeling confused of what happened.

Vice Principle Luna soon looks at the girls to explain of what really happened.

"You see, about yesterday when my sister and I were in the office, we didn't know that Dr. Facilier came into the school, we then noticed something very wrong in also seeing the black Raven with him. My sister and I tried to find out of what was going on when he caught us by surprise and before we were tided up and with the gags in our mouths, he turned two of those shadow monsters into us to fool everyone to think the shadows were us and to place us in the closet."

The girls then gasped of this and now we're in surprise to hear of what happened to the real principle Celestia and vice principle Luna.

"I can't believe it, Dr. Facilier trapped you two so he can let the shadows assist him in thinking he would do all this just for the schools Halloween dance. That monster and liar! He and the villains really will not get away with this!" Rarity said in anger for what Dr. Facilier did yesterday.

Soon the girls look at principle Celestia and vice Principle Luna and then had a idea.

"Okay girls. I gotten a idea that might be able to help save the school, Equestria and even all of our friends. But we will need DJ Pon3 and the principles for help. Now first, let's get our principles new special costumes since the shadows are borrowing their own costumes." Sunset said in having a idea in mind for everyone to follow and agree on.

Rarity pull out some special costumes made in case for Princple Celestia and Vice Principle Luna were based of the Disney heroines she saw in the Disney Book Sunset and Twilight held onto in case for extra searching. Mulan Fa from Mulan for Vice Principle Luna and Captain Ammelia from Treasure Planet for Principle Celestia.

"Oh boy Oh, boy, oh, boy, oh, boy! This is gonna be so much fun!" Pinkie Pie said with excitement and gasped "I only wish we had time to make Disney hero capes!"

"Oh, me, too!" Rarity agreed.

But Rainbow Dash sighed. "Enough about our wardrobe! We've got to stop Maleficent and the other villains from getting into Equestria!"

"Rainbow Dash is right ya'll. we gotta stop the villains right now." Applejack said in agreeing with Rainbow Dash.

"But where could they be heading to with the students? The villains got them trapped in the gym with them." Spike said in asking.

Sci-Twilight soon remembered about the statue and soon knew the answer.

"Since the entrance to Equestria is at our school's statue, my guess is that their gonna head to there while also guardian the school. For that if all of us combine our powers and use a counter spell, then we can stop the villains and send them back to where they came from. And for of that, Princple Celestia and Vice Principle Luna can help rescue the students with DJ Pon3's help since she wasn't effected by Dr. Facilier or the villains. Come on, we need to hurry to the statue and fast everyone." Sci-Twilight said in telling everyone of where the villains will be heading to.

And as the girls and Princple Celestia and Vice Principle Luna hurry to have the plan in action, DJPon3 in her Disney costume of the Disney heroine Tinkebell managed to get her car heading to the school when reviving the text from Sunset to hurry to help them. Sunset soon stops for a minute and soon tries talking to her mysterious friend for one last time before the final battle.

"Hey...are you there buddy? It's me Sunset. We're about to take down the villains with a counter spell. You have any ideas of what to add in the spell?" She asked in looking around.

 _"Well Sunset, I think I have the perfect idea that might work. When using your counter spell, combine all your powers and I'll use my power to help you girls to create a portal that'll send the villains away and free all the students from the mind control spell. That way, it'll be strong enough to give you a hand."_ The voice said in explaining the plan to Sunset for a strategy to use.

"I think we can try that and hey...thanks for helping me earlier, you're a real pal. And for that I thank you also for helping me find out about the element I am inside. If we were meet in person, I would love to show your around the school someday." Sunset replied to the voice with a smile on her face.


	12. The Final Battle

Outside the school building, the villains were gathered and having the students trapped in chains as Maleficent smiles while sitting on a throne chair in petting her pet raven.

"What a pity that our young heroines cannot be here, to enjoy this celebration of us villains conquering the school as our own." Maleficent said in a calm tone in her voice as she had a evil smile on her.

"Well it serves the brats right for coming in our way and in stopping us from reaching Equestria." Captain Hook said in looking to Maleficent in smiling too.

"Yes, but now that we have the students, it's time to turn them into our servants to help us conquer Equestria and in keeping the school to ourselves for our future kingdom of darkness." Jafar added in holding his snake staff with the evil smirk on him.

Soon the other villains laughed in knowing that their plans will be soon complete and that no one could stop them, they didn't notice that Sci-Twilight and the others came and were on top of the school roof above where the villains cannot see them.

"Okay girls, it's time we make our grand entrance and play with our counter spell, to add it...with our magic of friendship and a bit of Disney Magic too." Sunset said in holding her guitar as the girls nod with smiles on them in knowing the plan while Principle Celestia and Vice Principle Luna helped DJ Pon3 with the sound and volume controls.

Maleficent and the villains have come to the Wondercolt Statue and they found the portal.

"This is the one?" Hades asked.

"Yes this is the portal that'll get us there." Jafar grinned.

"Equestria belongs to us. The world filled with magic. The creatures that all that lives. A magical world called Equestria must be OUR dominion!" Maleficent said.

Maleficent activates her staff to open the portal to Equestria until the diamond shield stops her magic much to the villains' surprise.

"What?!" Maleficent cried in shock.

"Sorry to rain on your parade!" Rarity's voice called out to them they turn around they notice the Rainbooms are on the roof and they jump down to the ground so they can encounter evil. "But I'm afraid this trip is cancelled."

"Good heavens!" Captain Hook said acting cowardly. "Run! Run for your lives! It's...a bunch of little girls."

Hook acted cute when he said that and began to laugh as the other villains did the same thing Rarity and Applejack looked at each other and rolled their eyes to their annoyance.

"Ha, Ha, Ha, Ha, Ha, Ha! Oh that's just too amusing darlings." Cruella said wiping the tears from her eyes laughing. "But do you honestly think that 7 of you can try to stop us?"

"Yeah. we are." said Applejack.

"Then I'm afraid you're too late." Maleficent said. "Both this world and Equestria will be plunged into darkness. It is unstoppable."

"Not if we have anything to say about it!" Sci-Twilight said.

"Equestria maybe my old home. But this world is home to me too!" said Sunset Shimmer with courage. "And there's no way we're going to let that happened!"

"Yeah, we are going to send you baddies back to where you came from!" Rainbow Dash said.

"You poor simple fools." said Maleficent with anger. "You think you can defeat me?! Me, the mistress of all evil!"

"Well here are you dearest friends." Maleficent said before laughing in a evil laugh causing Sunset and her friends in shock of seeing this to their friends.

As the students were trembling in fear, Flash Sentry squeezes through the crowd and reaching to the cage bars and in looking to the girls as the students call for help to them. The girls soon look angrily at the villains before Maleficent soon stands in front of Sunset with a evil grin on her face.

"Well now young ones, as I said before...this world and Equestria will belong to us villains and to conquer them for all eternity. And there shall be nothing you seven can do about it. Even with your powers returned at your side, our power is far stronger then your own." Maleficent then said when in seeing the future for the girls. "You seven shall see this now, your wondrous future lies before. You young decent heroes, of a fairy tale come true."

"You villains will never get away with this, and never will. Cause my friends and I process the most powerful magic of all, and that is something you 9 villains will never have and never will take away. And that's the magic of friendship!" Sunset then said in proving the magic of friendship is far stronger then the villains. As the Rainbooms soon stand together and with Spike then growling at the villains, this made Maleficent to look surprised before in joking of seeing the girls thinking to have the advantage.

"Did you hear that my friends, these young girls think they can defeat us by this magic they call 'magic of friendship?' Goodness...don't make me laugh." Maleficent said as she began to laugh in thinking this was still funny while the other villains but Dr. Facillier laughing too.

As the doctor soon sees the girls hold each others hands, their geodesic start to glow and in then transforming them into their hero pony forms and in powering up.

"What in heavens name is going on?!" Dr. Facillier said as he suddenly witness this before the villains all notice this too.

"Maleficent!" Sci-Twilight said. "You and your evil forces cannot win! Because there is nothing compared to the Magic of—"

"Yeah, yeah, we get it." Pinkie Pie interrupted. "Let's fight, ladies!"

"Very well." Maleficent lights up her staff and fires at the Rainbooms. "Face your doom!"

Rarity conjured up her shield to protect them from Maleficent's attack they are ready for the battle between good and evil as Maleficent's calls out her friends to attack.

"Hear me my friends! Attack the Rainbooms! Sweep them away!"

"With pleasure." Jafar grinned.

"Let's get ready to RUMBLE!" Hades shouted.

And soon the battle began, Rarity was in fighting Curella in having her powers create diamond spears to attack and one of them managed to hit Curella causing her to fall onto her back. But Curella started to growl getting furious and to soon grab a pipe to try hitting Rarity with.

"Rarity you little brat, I'm going to put you mongrel out of your misery." Curella said ready to swing the pipe at Rarity.

"Mongrel?! How dare you call me that! I am not a mongrel, you're the mongrel and a monster to even harm innocent animals!" Rarity said becoming angry of being now called a mongrel.

Rarity soon uses her power to block the swings and soon in ducking her head after a third failed swing from Curella, Rarity managed to make Curella suddenly trip over Rarity and hitting the empty trash can.

"Curella won't be stuck in there for long but that's what she deserves in calling me or animals mongrels." Rarity then said standing up and clapping her hands to dust herself off while looking at Curella stuck in the garbage can.

"I better hurry to help the others." Rarity then added hurrying to the girls in giving them help.

Pinkie Pie was trying to throw her confetti cupcake bombs at Hades but kept missing as the load of the underworld kept vanishing in black smoke and reappearing in a different spot.

"Hold still you big no good bully!" Pinkie Pie shouted while trying to attack Hades.

"You gotta be more slower then tar cause you seem to be out of your aim." Hades mocked Pinkie Pie soon to then throw fireballs at her. Pinkie Pie screamed in dodging the fire but soon to notice a bucket of water and tries to use it to get Hades wet knowing fire can be put out by water.

"You think water is gonna save you Miss Pie? Hahahaha, don't make me laugh!" Hades said in thinking the bucket of water was a joke.

"Actually I was in thinking of something more than what you don't." Pinkie Pie then answered with a smirk on her face, and soon tosses the water to Hades getting him all wet and his fire hair gone.

"Whoa is my hair out?!" Hades said shocked of seeing himself wet and his fire hair put out. Pinkie Pie soon throws her rolled up cupcake sprinkles as a bomb and soon swings hard enough causing a explosion sending Hades to crash land in a huge wooden tub of homemade Halloween green slime.

"Bulls eye! And Hades is out of the fight, but I don't know how long that'll be so better get to the others." Pinkie Pie said in feeling excited by her taking Hades out for now.

Rainbow Dash was holding a mallet to try hitting Scar with while avoiding his slashing claws.

"You know, I think you will never beat me and my friends, cause even if you are not a king, you're really gonna be a good throw rug or headwear as a better use!" Rainbow Dash said trying to get Scar to lower his guard. Scar could only growl in not falling for such tricks.

"You may try to mock me, but after this and I shall have my revenge on a certain nephew, I will become king of the Pridelands again and rule forever!" Scar threatened before jumping to go for the kill on Rainbow Dash.

Rainbow Dash saw this and quickly kicked Scar over her to let him hit against the school stars knocking him out.

"Man...he is more insane than the other villains put together." Rainbow Dash said to catch her breath while getting up. But as Rainbow Dash saw the others, she witness Applejack defenseless and quickly to get her friend a sword to fight Captain Hook. Quickly returning, Rainbow Dash soon tosses the sword and his hold to Applejack.

"Applejack, catch!" Rainbow Dash shouted in seeing Applejack catch the sword.

"Thanks Rainbow Dash. Alright captain, ya'll gonna pay for having you and the villains come here and taking over the school!" Applejack said in looking to Hook as he held his sword.

"I shall not go down with me allies and ship. For this me dear, the school and Equestria will belong to us villains and to us alone! Not to little brats like you!" Captain Hook shouted in having a sword fight talk with Applejack.

As the two battled with their swords, Applejack tried to have the avenge on this but she was about to find out the hard way of the fight quick.

Meanwhile Sci-Twilight was in using her magic to stop the evil queen and use it against her while the queen was in using black magic to attack back.

"I will never allow you hurt my friends ever again queen Grimhilde, as long as my friendship with them is stronger then what it was before, I know my friends and I will stop you and the villains for good." Sci-Twilight said in fighting the queen.

"We shall see Twilight, for of this, you and your friends will never live to see the daylight again when we villains shall have Equestria and your school forever!" The evil queen then said in throwing her black magic at Sci-Twilight.

Back to with Applejack's battle, the young cowgirl soon sees a chance to get Captain Hook down for the taking as she recalled something from earlier.

"You know Hook, I've been curious of something. It be true that you lost your hand thanks to a boy who never grew up and throwing to a certain crocodile? If it was true, I bet he be around the corner to get you right now!" Applejack spoke while sword fighting Captain Hook.

The captain looks around a bit shocked of that but shook it off to fight Applejack more. "You fool, there'll be no crocodile around this school. I won't fall for that trick again." Hook said ready to pierce his sword through Applejack.

But Rarity and Pinkie Pie got the jump on him with a huge black flag and tided it up. "I don't think so you old codfish!" Pinkie Pie said before giving a giggle with Rarity to high five Pinkie Pie.

"Thanks ya'll, you really saved me that time." Applejack said being helped up by Rarity.

Sunset and Jafar were in having their fight began as the evil sorcerer started to laugh at Sunset.

"You foolish girl, you will defeat me, cause I'm just getting warmed up!" Jafar said to then blow fire around him and Sunset making a kind of fire battle field.

"You're just afraid to fight me yourself cause your a cowardly snake!" Sunset shouted.

"Tarnation! Sunset, borrow my sword and use it!" Applejack said in giving Sunset her sword.

"Thanks Applejack!" Sunset replied in a smile to see Applejack on the other side of the fire wall.

"A snake am I?" Jafar asked in coming through the flames unharmed but holding his snake staff while having a evil smile on his face. In leaving Sunset confused, she, Applejack, Rarity and Pinkie suddenly witness Jafar transforming into a giant black and yellow cobra king snake. "Perhaps you like to see how snake like I can be!"

Sunset now had no choice but to fight Jafar's snake form as she was dodging the snakes bites and in slashing her sword on Jafar, Sunset was in hitting him real good.

"Go get him Sunset Shimmer!" Pinkie Pie shouted to cheer Sunset on to let her defeat Jafar.

Fluttershy on the other hand tries to attack Ursula with a kind of smaller sword Rainbow Dash managed to get, but Flutterhsy saw Ursula able to block the swords swings with her tentacles.

"You really think you can stop the sea witch my dear Fluttershy? Well I got a lot of more tricks up my sleeves. Let's see what I can turn you into after I stop you for good!" Ursula said trying to now jump onto Fluttershy, but Fluttershy quickly jumps out of the way making the sea witch hit against one of the school's pillars that were holding the school up. "Curses, she's fast." Ursula said under her breath.

"You will never have the school, because me and my friends will never let you even dare make our friends be turned into servants!" Fluttershy said soon grabbing her tambourine to then use her power to hit Ursula.

"Where do you think you're going?" Fluttershy said to witness Ursula getting up.

Ursula started to soon laugh in never giving up on the battle. "I'm going to make you and your friends pay cause your nothing more but unfortunate meddling girls." Ursula said to soon use her magic in her shell necklace to try to take down Fluttershy.

But Fluttershy quickly flies high above Ursula to avoid the magic and the tentacles in needing backup. Luckily, Rainbow Dash was coming to help Fluttershy and fast.

"Hey sea witch, let's go for a little spin shall we?" Rainbow Dash said to suddenly use her speed to circle around Ursula, making the sea witch suddenly spinning and caught in the process.

"Thanks Rainbow Dash!" Fluttershy said seeing Rainbow Dash come to the rescue.

Back to Sci-Twilight, she was trying to stop the queen but it seemed to be hard to stop her until Sci-Twilight saw Spike hurrying behind the queen to suddenly grab her from behind her dress.

"You filthy dog, let go this insistence!" The evil queen shouted in being distracted by Spike giving Sci-Twilight the chance to take her out.

As Sci-Twilight builds up her magic to create a ball of magic, she throws it at the queen to hit her and causing the queen to hit against the side of the school statue to have her knocked out.

"Alright, we did it!" Spike said in smiling and wagging his tail. He soon goes to Sci-Twilight to snuggle with her and making Sci-Twilight giggle.

Sunset Shimmer was in getting close to defeat her foe, but while she was still trying to defeating Jafar but in his snake form, Jafar was faster and he suddenly grabs Sunset to tighten his grip on her in his coils while he laughs.

"You little fool, you think you can defeat the most powerful being alive? Without your friends, your nothing!" Jafar said as he watches Sunset struggle.

"Your wrong, my friends and I have more power then you ever have now!" Sunset said in knowing the answer in her.

"What?!" Jafar said in rage.

"We've been giving the powers of who we are and what we represent, cause the elements of harmony will never be defeated by the likes of you. Face it Jafar, you'll always be second best!" Sunset then said in soon now having the avenge in her change of winning.

Sunset soon looks to see Sci-Twilight coming from behind with the sword and in smirking, Sci-Twilight stabs Jafar on the back of his head making him let go of Sunset and in having Rainbow Dash catching her in time while Sci-Twilight flies away from Jafar.

"I hate to say it Maleficent, but it looks like the girls are having the upper hand in this." Dr. Facillier said in seeing the girls having the winning chance. But Maleficent smiles in seeing a chance to fight back.

"Do not fear good doctor...I do have a special power that'll let us to defeat the girls. For all who remember this very well...listen well, all of you my dear allies of darkness. As long as there is light, there will be darkness. And in time, many more will be drawn to it. Then they will all belong to me!" Maleficent said before her green fire surrounds her to suddenly transform her into her dragon form and in healing the Disney villains from being knocked out or getting stuck in places to become stronger.

As the girls suddenly witness Maleficent's dragon form, they soon were in shock as Maleficent started to throw her fire at them while Dr. Facilier smiles seeing this and soon to join in the fight with his shadow friends.

"Now we're cooking, time to show you girls what we got for you. And soon you will have no choice but to spend the rest of your lives as our slaves forever!" Dr. Facilier said soon raising his staff to command his shadow friends to fight.

"Oh, come on!" Rainbow Dash groaned in frustration. "We're literally just about to win!"

Applejack sighed and said in a battle voice. "Come on y'all! CHARGE!"

The girls charge straight to Maleficent while the Facilier's shadow minions but Pinkie Pie throw her confetti cupcake bombs at them and they disappeared as they charge at Maleficent. The dragon breaths fire out at them and Rarity blocks the fire with her shield. But fire pushed them back Rainbow Dash saw Scar coming and knocks her down to the ground.

The dragon breaths fire at them and pushed Rarity's shield back and tries the bite them. The other villains watched and laugh evilly at the scene. Sunset hits the dragon on the nose with her sword Maleficent tries to bite her and Sunset defense herself and Maleficent blasts some fire on battlefield setting it on fire the girls try to retreat.

The students were in shock of seeing this and started to try cheering the girls on. Even DJ Pon3, Principle Celestia and Vice principle Luna were in total shock to seeing this. Rainbow Dash was trying to get herself out of Scar's clutches, Applejack, Pinkie Pie and Fluttershy suddenly were grabbed by Captain Hook, Hades and Ursula to prevent them from escaping. Sci-Twilight was suddenly pinned to the ground by the evil queens magic and Rarity was too pinned against the school wall by Curella after getting sneaked attacked to cause Rarity to let down her shield.

Sunset was now along and to then look at Maleficent and Dr. Facilier.

"Ya'll shouldn't get in our way. Maybe I outta turn you into a slimy frog." Dr. Facilier said to pin Sunset down to the ground in front of Maleficent.

"Never, cause I got news for you. My friends will never give up and will stop you, cause I am the Element of Empathy, and as long as my feelings are shared with my friends, I carry the most powerful magic of all!" Sunset said in suddenly glowing so bright, she could soon recall the myserteous voice speak to her for support.

 _"Sunset, you really got the spirit, now don't worry, I'll have my magic give you and your friends the ability to summon the heroes for assistance, that way you can use your magic and to choose one song to defeat the villains. Now hurry, before the villains get the upper hand."_

Sunset soon closes her eyes and starts to place her hand on her geode to focus on what the voice said and soon smiles to begin feeling the magic grow stronger and to suddenly get herself free. "No, no! What in the world is going on?!" Dr. Facilier said in total shock feeling now scared.

Sunset Shimmer turn to Principal Celestia and DJ Pon3 and nodded them for the signal Celestia throws the microphone and Sunset catches it while DJ Pon3 turned up the music, playing the track of a drum solo. Sunset opened her mouth to sing with all of her heart, confronting the Disney villains.

 **Sunset Shimmer:**

 _You're never gonna bring me down_

 _You're never gonna break this part of me_

She held Twilight's hand and helped her up. While Vice Principal Luna give the Rainbooms their instruments so they can play their music as a secret weapon.

 _My friends are here to bring me 'round_

 _Not singing just for popularity_

Maleficent sneered at this. There was no way they could win. The Rainbooms felt inspired to keep on going, and sang with such power and strength.

 **Sunset Shimmer and Sci-Twilight:**

 _We're here to let you know_

 _That we won't let it go_

Our music is a bomb and it's about to blow

The villains are not going to take this, and so they hurled towards the girls, Maleficent's dragon mouth was wide open, with a fire attack at the ready.

 **The Rainbooms:**

 _And you can try to fight_

 _But we have got the light of friendship on our side!_

Because of Sunset's bravely and selflessness, she increased the strength in her and Twilight's voices, as they sang with all the courage and love within their hearts. With their free hands, Sunset and Twilight unleashed a combo attack, which in return, merged with a rainbow shockwave that spread across the area, freeing the students, putting out the fire, and backing the dragon and the other villains away. Malefcient, Dr. Facilier, Jafar, Hades, Ursula, Hook, The Evil Queen, Cruella, and Scar watched in disbelief what was happening before them.

 _Got the music in our hearts_

 _We're here to blow this thing apart_

 _And together, we will never_

 _Be afraid of the dark_

Suddenly, the visions of the Disney heroes: Prince Phillip, Aladdin, Ariel, Hercules, Simba, Snow White, Peter Pan, Princess Tiana, and Pongo the girls have chosen magically appeared to help them send the villains away. The girls gained beautiful glows around them as they rose up, each of them emitting a colorful light upwards into the sky. The colors all merged together as one and high above their heads as a pair of large sparkly wings emerged from the spear.

 _Here to sing our song out loud_

 _Get you dancing with the crowd_

 _As the music of our friendship_

 _Survives_

 _Survives!_

Now, all the students of CHS all around are singing to the Rainbooms' music. Feeling the magic of friendship inside their hearts!

 _Got the music in our hearts_

 _We're here to blow this thing apart_

 _And together, we will never_

 _Be afraid of the dark_

 _Here to sing our song out loud_

 _Get you dancing with the crowd_

 _As the music of our friendship_

 _Survives_

 _Survives!_

 _SURVIVES!_

The Disney Villains looked up in fear as the visions of their foes and the summoned Alicorn that'll send the forces of evil back to where they came from the girls gave out their speech to the villains and said.

"Go rainbow of light, fly swift and sure, let evil be gone and good endue!"

With that the alicorn being unleashed a powerful ray of pure light onto the villains and the portal began to open to send them back to where they came from and they scream in defeat.

"No! No! Please! NO!" Dr. Facilier screamed in defeat as the light hit him first sends him back to the other side.

"Whoa, hey, can we..." Hades said trying to stay strong from the light that's pushing him back to the underworld. "Talk about this...? Call off the light show...Unh! For a minute, okay? Let's be reasonable."

But light is too strong and sends Hades back to the underworld and he also screamed as well. The light transformed Jafar back into his human form and screams in defeat as he is blows back in the portal and Captain Hook also got blown back into Neverland. Scar roar in defeat and also got blown away into the portal.

"What is this?!" Cruella asked in defeat that she also got blown in the portal back to London.

The light being pushed Ursula, Queen Grimhilde, and Maleficent into the portal and they screamed in defeat back to their own worlds and the portal began to close and the alicorn being disappeared and so was the battle everything in Canterlot High went back to normal.

* * *

As the girls were catching their breath, they soon see the students give cheers and a applause to the girls and Spikes runs up to Sci-Twilight for a hug.

"You did it! I'm so proud of you girls." Spike shouted proudly.

"We did it, we actually saved our school and Equestria too." Sunset Shimmer said.

"And we also managed to stop the villains too." Rarity agreed. "I'm extra proud of myself and us for that big battle."

"Me too...I also noticed that we were able to summon the Disney heroes for helping us." Fluttershy said with wonder. "Yet do you think it had something to do with our magic?"

"Who knows, but one thing's for sure, we all now have the magic to believe in whatever happens and whatever comes in our way." Applejack smiled and gives a thumbs up to the girls.

"Yeah, cause with the magic of friendship on our side with a bit of Disney magic, I think we can totally handle anything and any villains we come across." Rainbow Dash said.

Pinkie Pie nodded and said with excitement. "Yeah, and now that the school and Equestria are now safe and sound, let's get the celebration on!"

As the girls were about to, Sunset Shimmer soon looks up to the sky in seeing the summoned alicorn still in the sky soon to look at Sunset with a gentle smile and in sudden, Sunset could almost hear a voice of a woman speaking to her in her mind.

"The magic in your hearts have grown, and with the power of Disney within your hearts, I'm sure you and your friends shall defend the worlds as I now shall name you...the Equestrian Knights, defenders of the worlds and protectors of the elements. If you ever shall need my help again, do summon me by this rainbow ring and I shall come to assist you again. Good luck my dear followers of light, and may the magic of the elements and Disney's Magic be with you." the Summoned Alicorn said to them.

Soon the alicorn fades away leaving a magical ring for Sunset Shimmer before as it floats to her hand. Sunset looks to the ring in seeing the emerald in the colors of the rainbow, giving her a soft smile and to place it on her finger to wear. Sunset Shimmer then hears her friends call to her to come celebrate and the school's dance with their friends, Sunset soon goes to them and then to see Principle Celestia and Vice Principle Luna coming to give Sunset and her friends congratulations on saving the world and Equestria.

"Congratulations girls!" Principal Celestia said.

"You have save our school and the world of magic." Vice Principal Luna said. "Those heroes of Disney will be very pleased." Vice Principal Luna said.

"Really?" Rainbow Dash asked.

"Yes, even though they are from the stories." Principal Celestia said. "But I'm sure they are as proud of you all as we are."

"Aw that's so sweet." Sci-Twilight said,

"You're right, we really had a lot of help from the Disney heroes. I'm in hoping that we will see them again." Fluttershy said in agreeing with Sci-Twilight.

"Yeah, that's so very true." Applejack, Rarity, and Sunset Shimmer said to agree with the others too.

"Well let's hurry and get to the stage, we got a show to put up on tonight." Pinkie Pie said to then to remember that the girls still have a show to put on.

The girls couldn't help but giggle and soon go inside with the others to get their Halloween show back up and running. And in a little while, the students were back in the gym cheering and repeating the Rainbooms name while clapping their hands ready to see the show with no interruptions.

"Are you ready for this Halloween party guys? Then get ready for our new performance fir you to enjoy!" Rainbow Dash said calling out to the students. As she hears the cheering get louder the girls ready to play.

"Let's get started! 1, 2, 3, 4!" Pinkie Pie shouted giving the count off to start their song.

(Earth, Wind, Fire and Air from Scooby-Doo and the Witch's Ghost)

 **Sunset Shimmer:**

 _Earth, wind, fire, and air_

 **The Rainbooms:**

 _We may look bad_

 _But we don't care_

 **Sunset Shimmer:**

 _We ride the wind_

 _We feel the fire,_

 _To love the earth is our one desire_

 **The Rainbooms:**

 _To love the earth is our one desire_

All the students are dancing all around the gym and watch while the Rainbooms are singing. During the party Flash Sentry apologies to Twilight for giving him a hard time earlier today and he didn't know what he was thinking. Twilight believes him that he was under Dr. Facilier's spell and gives him a warm hug and forgives him and remain as friends.

 **Sunset Shimmer:**

 _Love the earth_

 _It's only fair_

 _It's one big earth_

 _That we must share_

 **Sci-Twilight and Rainbow Dash:**

 _We love the earth_

 _With all our fire_

 _Sunset Shimmer:_

 _It's in our souls_

 _Our one desire_

Clips of pictures were taken of everyone having the best Halloween Night ever, Pinkie Pie became sick for eating too much candy. Apple Bloom, Sweetie Belle, and Scootaloo dressed up as Anna from Frozen, Cinderella, and Merida from Brave are bobbing for apples.

 **Sci-Twilght:**

 _Earth, wind, fire, and air_

 _The Rainbooms:_

 _We may look bad_

 _But we don't care_

 **Sci-Twilght:**

 _We ride the wind_

 _We feel the fire_

 _To love the earth is our one desire_

 **The Rainbooms:**

 _To love the earth is our one desire_

Trixie dressed up as Mad Madam Mim also makes amends to the Rainbooms for not listening to them about trusting the Shadow Man while she is under his control. But they forgive her and Sunset assures Trixie that she is the Greatest and Most Powerful friend of all.

 **Fluttershy:**

 _Nature is a precious gift_

 _It will make your spirits lift_

 **Applejack and Pinkie Pie:**

 _Love the earth with your fire_

 **Rarity:**

 _It's in your soul_

 _Your one desire_

 **The Rainbooms:**

 _Earth, wind, fire, and air_

 _We may look bad_

 _But we don't care_

 _We ride the wind_

 _We feel the fire_

 _To love the earth is our one desire_

 _To love the earth is our one desire_

With their song ended Trixie help out with the finale throwing smoke bombs on the stage while the color lights effects them all the students cheered and applauded, Photo Finish takes a picture of them so the girls can make a Halloween card on it.

"Happy Halloween!" Spike shouted in front of the camera of the audience.


	13. Epilogue

The next day was now November 1st, and the girls were all chilling out at their school by the statue still happy of how the school's Halloween dance went, Sunset Shimmer was sitting by the stairs and in writing down a message to Princess Twilight in her journal. As she wrote, she smilies in knowing of how the victory against the villains was and how the feeling of the experience felt.

"Dear Princess Twilight,

I have very good news for you. The Disney Villains are no more at our school and my friends and I manage to defeat them, sending them back to where they came from.

It also seemed that the alicorn that we summoned also left me a ring to summon it in anytime trouble comes. But what I learned about all of what's happened was a very important one.

I learn that through out the difficulties and the consequences that challenge you even when your enemies may get the best of you, you shouldn't let them do that and you have to stand up to them, especially when your friends and your home are the most important things in your life, so in the cause of protecting the things you care for then your power becomes as strong as the friendship does when you and your friends work together, especially when you have the magic of Disney's legend and heroes in your heart to guide your path.

And because my new friend was helping me to understand my place and how my powers are still able to help others out of trouble...I still wonder who he is and where he is now.

Maybe when I see him, I'll tell him my thanks and to hope we meet again. As to let you know, and I know you might suddenly get shocked, but my new friend that I represent the element known as Empathy.

And if it's true then it means that my friends and I can really help spread the magic of friendship across new places in the world, because the alicorn called me and my friends 'The Equesrtian Knights', and I think I like the sound of the name.

I'll let you know if anything happens and if you happened to prepare a new journal for me, be sure to also get Starlight Glimmer to come spend some time with me, I be happy to see her again and to tell her everything.

I'll talk to you soon,

Your friend,

Sunset Shimmer."

As Sunset soon finishes writing in her message to Princess Twilight, she soon goes over to the others and soon asks them if they are willing to help others outside their city.

"Well girls, another Halloween had came and gone, but to this...I'd been thinking." Sunset Shimmer said in wonder. "Since there's so many worlds to see and so many new people to meet, I think we go and help them out. You know, we can be superheroes and still do your school life while going on adventures and to also stop any force of evil. We might even learn more about our powers and how the magic of Disney's stories can help us to summon heroes for help or to assist us solve problems. So what do you girls think, you think we can do that?"

And in seeing the girl thinking about it, Sci-Twilight and Spike were the first to agree with the idea.

"You know what, after what we've been through...I'm willing to take the chance and try to help others out of problems." Sci-Twilight said.

"Yeah, we can totally handle the challange Sunset, so count me in!" Rainbow Dash said smiling and giving a thumbs up.

"I'd be happy to do that too for all my friends, especially when getting us all prepared with the latest fashions I'll be working on for us." Rarity said in seeing the idea of going around the world would be fun and to agree on the task.

"Ya'll be crazier then monkey's on a merry-go-round thinking on this idea, but count me in too. I can let us use our tour buss as our traveling vehicle to get us anywhere around the world." Applejack said in liking the idea too.

"As long as we can still write new songs and do a tour, cause I'm gone make us a lot of snacks to eat and good drinks to drink while sego on saving the world and meet new friends." Pinkie Pie then said smiling and in liking the sound of Sunset's idea.

Fluttershy even liked the idea of it and smiled too in agreeing while she spoke. "You're right Sunset, and for that our elements will also let us know when friendship problems can be detected. Cause if trouble of the villains come back to challange us, I'm sure we can handle it together."

"Then it's settled, and I have the perfect name for our new formed group, for now on we shall be known as the Equestrian Knights, the defenders of worlds and keepers of the elements of harmony. We fight for the Justice and fight for the good to help people in need, and if we meet anyone with powers like us then we shall accept them with open arms. And if the villains ever dare come back, we will be ready for them." Sunset said soon putting her right hand out in front of the girls.

And soon the rest and Spike did place heir hands and paw on top of Sunset Shimmer's and in shouting their new group name with a cheer, they soon gave each other a group hug giggling and now excited for what comes ahead of them.

Suddenly behind the bushes a mysterious figure is watching them. It is Mickey Mouse who is the mysterious voice who helped Sunset Shimmer on her quest. Mickey is very proud of her and her friends on what they accomplished last night.

"Gosh, you girls are sure lucky!" he said while opening the portal to his home world with his own magic. "Maybe one day you will discover what your powers will also do in helping everyone have the magic of friendship."

Mickey smiles at them and walks through the portal and returns to his home and it disappears.

THE END

 **Author's Note: Well folks this story is officially over I hope you enjoy reading it and have a Happy Halloween!**

 **Special Thanks to Animeria for helping me out with some ideas of her own I couldn't have done this without her! :)**


End file.
